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

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

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

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company Transferor and the Bank or its their officers and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriterthe Underwriters, the Company Transferor and the Bank or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesUnderwritten Notes. If the Terms this Agreement is terminated pursuant to Section 7 or if for any reason other than default by the Underwriters the purchase of the Offered Securities Underwritten Notes by the Underwriters is not consummated, the Company Transferor and the Bank shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 4 5 and the respective obligations of the Company Transferor, the Bank and the Underwriters pursuant to Section 6 7 shall remain in effect. If for any reason the purchase of the Offered Securities Underwritten Notes by the Underwriters is not consummated for any reason other than solely because of the termination of the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (ii), (iii), (iv) or (v) of Section 5(c6(d), the Company Transferor and the Bank will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered SecuritiesUnderwritten Notes. For the avoidance of doubt, the obligations of each of the Transferor, the Bank and the Underwriters under this Agreement are solely the obligations of each such person and in no case will constitute a claim against the Issuer or its assets.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its AHFC or their respective officers and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, Underwriter or the Company or AHFC or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesUnderwritten Notes. If the Terms this Agreement is terminated pursuant to Section 7 9 or if for any reason the purchase of the Offered Securities Underwritten Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5A and the respective obligations of the Company Company, AHFC and the Underwriters pursuant to Section 6 7 shall remain in effect. If the purchase of the Offered Securities Underwritten Notes by the Underwriters is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 9 or the occurrence of any event specified in clause (iiiii), (iviii) or (viv) of Section 5(c6(c), the Company and AHFC, jointly and severally, will reimburse the Underwriters for all out-of-of pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered SecuritiesUnderwritten Notes.

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

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

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

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

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

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers officers, the several Selling Stockholders and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesShares. If the Terms this Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities Shares by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company Company, the Selling Stockholders, and the Underwriters pursuant to Section 6 shall remain in effect, and if any Shares have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 4 shall also remain in effect. If the purchase of the Offered Securities Shares by the Underwriters is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (vviii) of Section 5(c), the Company will and the Selling Stockholders will, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered SecuritiesShares.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterPurchaser, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Purchasers pursuant to Section 6 7 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Purchasers is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iiiC), (ivD) or (vE) of Section 5(c6(b)(ii), the Company will reimburse the Underwriters Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

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

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

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

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

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterPurchaser, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms this Agreement is terminated pursuant to Section 7 9 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Purchasers pursuant to Section 6 8 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Purchasers is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vvii) of Section 5(c7(b), the Company will reimburse the Underwriters Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

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

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterPurchaser, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5(h) and the respective obligations of the Company and the Underwriters Purchasers pursuant to Section 6 7 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Purchasers is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iiiC), (ivD) or (vE) of Section 5(c6(b)(ii), the Company will reimburse the Underwriters Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

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

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

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company Company, DTAG or its their respective officers and of the several Underwriters Initial Purchasers or their respective officers set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriterthe Initial Purchasers, the Company Company, DTAG or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters Initial Purchasers is not consummated, each of the Company and DTAG shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Company, DTAG and the Underwriters Initial Purchasers pursuant to Section 6 7 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Initial Purchasers is not consummated for any reason other than solely because of the termination of the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iiii), (iv), (v) or (vvi) of Section 5(c6(b), the Company and DTAG will reimburse the Underwriters Initial Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Firm Securities. If the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Firm Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters pursuant to Section 6 7 shall remain in effect. If Notwithstanding the foregoing, if the purchase of the Offered Firm Securities by the Underwriters is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (vviii) of Section 5(c6(c), then the Company will reimburse the Underwriters for all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Firm Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters Underwriter set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any the Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase sale of the Offered Securities by to the Underwriters Underwriter is not consummatedconsummated because the conditions in Section 6 hereof are not satisfied, or by reason of any failure, refusal or inability on the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations part of the Company and the Underwriters pursuant to Section 6 shall remain in effect. If the purchase perform any undertaking of this Agreement or to comply with any of the Offered Securities by terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the Underwriters is not consummated for any reason other than solely because default or omission of the termination of the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 5(c)Underwriter, the Company will reimburse the Underwriters Underwriter for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably actually incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriter pursuant to Section 7 hereof shall remain in effect. In addition, if any Securities have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 4 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of (i) the Company or its officers and of officers, (ii) the Selling Shareholders or (iii) the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company Company, the Selling Shareholders or any of their respective representatives, officers officers, or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesStock. If the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase Upon termination of the Offered Securities by the Underwriters is not consummatedthis Agreement, the Company shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 4 5(a)(ix) and the respective obligations of the Company Company, the Selling Shareholders and the Underwriters pursuant to Section 6 7 shall remain in effect, and if the Agreement is terminated after the First Closing Date, the representations and warranties in Section 1 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities Stock by the Underwriters is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 5(c)Sections 9 and 10, 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 SecuritiesStock.

Survival of Certain Representations and Obligations. The respective indemnities, rights of contribution, agreements, representations, warranties and other statements of the Company or its officers officers, of the Manager and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, investigation or statement as to the results thereof, made by or on behalf of any Underwriter, the Company Company, the Manager or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms this Agreement is terminated pursuant to Section 7 7(e) or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5(k) and the respective obligations of the Company and the Underwriters pursuant to Section 6 8 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because as a result of the termination failure of the Terms Agreement pursuant to any condition specified in Section 7 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 5(c)hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

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

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

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

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

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

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms this Agreement is terminated pursuant to Section 7 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters pursuant to Section 6 8 and the obligations of the Company pursuant to Section 10 hereof shall remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vvii) of Section 5(c7(f), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counselcounsel plus VAT where applicable) reasonably incurred by them in connection with the offering of the Offered Securities.

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

Survival of Certain Representations and Obligations. The respective indemnities, rights of contribution, agreements, representations, warranties and other statements of the Company Company, the Guarantor or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterPurchaser, the Company Company, the Guarantor or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesSecurities and any termination of this Agreement. If the Terms this Agreement is terminated pursuant to Section 7 10 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company shall and the Guarantor shall, remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 6 (except with respect to the Purchaser which is in default) and the respective obligations of the Company Company, the Guarantor and the Underwriters Purchasers pursuant to Section 6 9 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Purchasers is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 5(c)10, the Company will reimburse the Underwriters non-defaulting Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, subject in all cases to Section 6(h).

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Shareholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Selling Shareholders, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms this Agreement is terminated pursuant to Section 7 6 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Shareholders shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 4 5 and the respective obligations of the Company Company, the Selling Shareholders, and the Underwriters pursuant to Section 6 7 shall remain in effect. If the purchase of the , and if any Offered Securities by have been purchased hereunder the Underwriters is not consummated for any reason other than solely because of the termination of the Terms Agreement pursuant to representations and warranties in Section 7 or the occurrence of any event specified 2 and all obligations under Section 5 shall also remain in clause (iii), (iv) or (v) of Section 5(c), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securitieseffect.

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

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

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the - 21 - Company or its officers and of the several Underwriters Initial Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterInitial Purchaser, the Company Company, or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Initial Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 3 and the respective obligations of the Company and the Underwriters Initial Purchasers pursuant to Section 6 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Initial Purchasers is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vvii) of Section 5(c5(h), the Company will reimburse the Underwriters Initial Purchasers for all out-of-pocket expenses (including fees and disbursements disbursement of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The --------------------------------------------------- respective indemnities, agreements, representations, warranties and other statements of the Company Bank or its officers and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company Bank or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesCertificates. If the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities Certificates by the Underwriters is not consummated, the Company Bank shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Bank and the Underwriters pursuant to Section 6 7 shall remain in effect. If the purchase of the Offered Securities Certificates by the Underwriters is not consummated consummat- ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED November 3, 1998 Page 29 ed for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause clauses (iii), (iv) or (v) of Section 5(c6(b), the Company Bank will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered SecuritiesCertificates.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company Company, the Parent or its their officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterPurchaser, the Company Company, the Parent or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Purchasers pursuant to Section 6 7 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Purchasers is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iiiC), (ivD) or (vE) of Section 5(c6(b)(ii), the Company will reimburse the Underwriters Purchasers for all substantiated out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, rights of contribution, agreements, representations, warranties and other statements of the Company or its officers officers, of the Manager and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, investigation or statement as to the results thereof, made by or on behalf of any Underwriter, the Company Company, the Manager or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms this Agreement is terminated pursuant to Section 7 7(e) or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5(j) and the respective obligations of the Company and the Underwriters pursuant to Section 6 8 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because as a result of the termination failure of the Terms Agreement pursuant to any condition specified in Section 7 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 5(c)hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters Purchaser set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriterthe Purchaser, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters Purchaser is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Purchaser pursuant to Section 6 7 shall remain in effect and if any Offered Securities have been purchased hereunder the representations and warranties in Sections 2 and 4 and all obligations under Section 5 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Purchaser is not consummated for any reason other than solely because of the termination of the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (v) or (vvi) of Section 5(c6(b), the Company will reimburse the Underwriters Purchaser for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them it in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters Initial Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterInitial Purchaser, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms this Agreement is terminated pursuant to Section 7 9 or if for any reason the purchase of the Offered Securities by the Underwriters Initial Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 6 and the respective obligations of the Company and the Underwriters Initial Purchasers pursuant to Section 6 8 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Initial Purchasers is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 9 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 5(c7(b), the Company will reimburse the Underwriters Initial Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

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

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters pursuant to Section 6 7 and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (vviii) of Section 5(c6(c), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

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

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters Purchaser set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriterthe Purchaser, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters Purchaser is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Purchaser pursuant to Section 6 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters Purchaser is not consummated for any reason other than solely because of the termination of the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 5(c6(b), the Company will reimburse the Underwriters Purchaser for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

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

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company ACC or its officers and of the several Underwriters Underwriter set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any the Underwriter, the Company ACC or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesNotes. If the Terms this Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities Notes by the Underwriters Underwriter is not consummated, the Company ACC shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 7 and the respective obligations of the Company ACC and the Underwriters Underwriter pursuant to Section 8 and 9 shall remain in effect, and if any Notes have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 and 6 shall also remain in effect. If the purchase of the Offered Securities Notes by the Underwriters Underwriter is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 10 or the occurrence of any event specified in clause (iiiii), (iv) or (v) of Section 5(c6(n), the Company ACC will reimburse the Underwriters Underwriter for all out-of-pocket expenses (including fees and disbursements of _________________ , Underwriter's counsel) reasonably incurred by them in connection with the offering of the Offered SecuritiesNotes.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company Goss or its officers and of ▇▇ the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company Goss or any of their respective representativesits repre▇▇▇▇atives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesNotes. If the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities Notes by the Underwriters is not consummated, the Company Goss shall remain responsible respon▇▇▇▇e for the expenses to be paid or reimbursed by it them pursuant to Section 4 5 and the respective obligations of the Company Goss and the Underwriters Underwriter▇ ▇▇rsuant to Section 7 and the obligations of Goss pursuant to Section 6 shall ▇ ▇hall remain in effect. If the purchase of the Offered Securities Notes by the Underwriters is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 5(c6(d), the Company Goss, will reimburse the Underwriters ▇▇▇erwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered SecuritiesNotes.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters Managers set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterManager, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered International Securities. If the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered International Securities by the Underwriters Managers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Company, the Selling Stockholders and the Underwriters Managers pursuant to Section 6 7 shall remain in effect, and if any International 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 International Securities by the Underwriters Managers is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in Section 6(c)(i) or clause (iiiC), (ivD) or (vE) of Section 5(c6(c)(ii), the Company will and the Selling Stockholders will, jointly and severally, reimburse the Underwriters Managers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered International Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company each Issuer, Parent or its their officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterPurchaser, the Company Issuer, Parent or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company Issuers and Parent shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Issuers and Parent and the Underwriters Purchaser pursuant to Section 6 7 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Purchasers is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 5(c6(b), the Company Issuers and Parent will reimburse the Underwriters Purchaser for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters Underwriter set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any the Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase sale of the Offered Securities by to the Underwriters Underwriter is not consummatedconsummated because the conditions in Section 6 hereof are not satisfied, or by reason of any failure, refusal or inability on the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations part of the Company and the Underwriters pursuant to Section 6 shall remain in effect. If the purchase perform any undertaking of this Agreement or to comply with any of the Offered Securities by terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the Underwriters is not consummated for any reason other than solely because default or omission of the termination of the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 5(c)Underwriter, the Company will reimburse the Underwriters Underwriter for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably actually incurred by them it in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriter pursuant to Section 7 hereof shall remain in effect. In addition, if any Securities have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 4 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms Agreement is terminated pursuant to Section 7 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 7 shall remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of the Terms Agreement pursuant to Section 7 9 or the occurrence of any event specified in clause (iii) (other than with respect to the Company’s securities), (iv) or (v) of Section 5(c6(c), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters Underwriter set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any the Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms this Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters Underwriter is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Underwriter pursuant to Section 6 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters Underwriter is not consummated for any reason other than solely because of the termination of the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 5(c6(c), the Company will reimburse the Underwriters 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.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters Purchaser set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriterthe Purchaser, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters Purchaser is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Purchaser pursuant to Section 6 7 shall remain in effect and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters Purchaser is not consummated for any reason other than solely because of the termination of the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vvii) of Section 5(c6(b), the Company will reimburse the Underwriters Purchaser for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them it in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, 13 and will survive delivery of and payment for the Offered Securities. If the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 shall remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 5(c), the Company will reimburse the Underwriters for all out-of-of- pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

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

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company Company, the Guarantor or its their respective officers and of the several Underwriters Initial Purchaser set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriterthe Initial Purchaser, the Company Company, the Guarantor or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters Initial Purchaser is not consummated, the Company and the Guarantor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Company, the Guarantor and the Underwriters Initial Purchaser pursuant to Section 6 7 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Initial Purchaser is not consummated for any reason other than solely because of the termination of the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vvii) of Section 5(c6(b), the Company and the Guarantor will reimburse the Underwriters Initial Purchaser for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them it in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers officers, and of the several Underwriters Underwriter set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any the Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesStock. If the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities Stock by the Underwriters Underwriter is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters pursuant to Underwriter under Section 6 7 shall remain in effect, and if any shares of Stock have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities Stock by the Underwriters Underwriter is not consummated for any reason other than solely because of the termination of the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (ii), (iii), (iv) or (v) of Section 5(c6(e), or solely because the condition set forth in Section 6(j) is not satisfied solely due to the failure of the Company to have 400 stockholders, in addition to paying the costs, fees and expenses referred to in the last paragraph of Section 5, the Company will reimburse the Underwriters Underwriter for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them it in connection with the offering of the Offered SecuritiesStock.

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

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

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

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

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

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company Company, the Guarantors or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterPurchaser, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms this Agreement is terminated pursuant to Section 7 9 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Purchasers pursuant to Section 6 8 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Purchasers is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 9 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (vviii) of Section 5(c7(b), the Company and the Guarantors will reimburse the Underwriters Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters Initial Purchaser set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriterthe Initial Purchaser, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms this Agreement is terminated pursuant to Section 7 9 or if for any reason the purchase of the Offered Securities by the Underwriters Initial Purchaser is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Initial Purchaser pursuant to Section 6 8 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Initial Purchaser is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 9 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (vviii) of Section 5(c7(b), the Company will reimburse the Underwriters Initial Purchaser for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

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

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company Company, DTAG or its their respective officers and of the several Underwriters Initial Purchasers or their respective officers set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriterthe Initial Purchasers, the Company Company, DTAG or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters Initial Purchasers is not consummated, each of the Company and DTAG shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Company, DTAG and the Underwriters Initial Purchasers pursuant to Section 6 7 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Initial Purchasers is not consummated for any reason other than solely because of the termination of the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iiii), (iv), (v) or (vvi) of Section 5(c6(c), the Company and DTAG will reimburse the Underwriters Initial Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

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

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters Initial Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterInitial Purchaser, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Initial Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Initial Purchasers pursuant to Section 6 7 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Initial Purchasers is not consummated for any reason other than solely because of the termination of the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iiiC), (ivD) or (vE) of Section 5(c6(b)(ii), the Company will reimburse the Underwriters Initial Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

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

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

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company Partnership Entities or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterPurchaser, the Company Partnership Entities or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company Partnership Entities shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 4 and the respective obligations of the Company Partnership Entities and the Underwriters Purchasers pursuant to Section 6 7 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Purchasers is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (vviii) of Section 5(c6(c), the Company Partnership Entities will reimburse the Underwriters Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 4 shall remain in effect.

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

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company Seller or its officers and of the several Underwriters Class B Underwriter set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company Class B Underwriter or the Seller or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesClass B Notes. If the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities Class B Notes by the Underwriters Class B Underwriter is not consummated, the Company Seller shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Seller and the Underwriters Class B Underwriter pursuant to Section 6 7 shall remain in effect, and if any Notes have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities Class B Notes by the Underwriters Class B Underwriter is not consummated for any reason other than solely because of the termination of the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iiiii), (iviii) or (viv) of Section 5(c6(c), the Company Seller will reimburse the Underwriters Class B Underwriter for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them it in connection with the offering of the Offered SecuritiesNotes.

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

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

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

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

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its their respective officers and of the several Underwriters Initial Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterInitial Purchaser, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Initial Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Initial Purchasers pursuant to Section 6 7 shall remain in effect. effect If the purchase of the Offered Securities by the Underwriters Initial Purchasers is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (vviii) of Section 5(c6(b), the Company will reimburse the Underwriters Initial Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers officers, the Selling Stockholders and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any an investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or the Selling Stockholders or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesShares. If the Terms this Agreement is terminated pursuant to Section 7 or 8 or if for any reason the purchase of the Offered Securities Shares by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 6, and the respective obligations of the Company Company, the Selling Stockholders and the Underwriters pursuant to Section 6 5 shall remain in effect, and if any Shares have been purchased hereunder the representations and warranties in Section 1 and all obligations under Section 3 shall also remain in effect. If the purchase of the Offered Securities Shares by the Underwriters is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 or 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 5(c4(k), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered SecuritiesShares.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters Managers set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterManager, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Managers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Company, the Selling Stockholders and the Underwriters Managers pursuant to Section 6 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters Managers is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in Section 6(c)(A) or clause (iii), (iv) ), or (v) of Section 5(c6(c)(B), the Company will reimburse the Underwriters Managers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

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

Survival of Certain Representations and Obligations. The respective indemnities, rights of contribution, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters Initial Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterInitial Purchaser, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesSecurities and any termination of this Agreement. If the Terms this Agreement is terminated pursuant to Section 7 10 or if for any reason the purchase of the Offered Securities by the Underwriters Initial Purchasers is not consummated, the Company shall shall, remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 6 (except with respect to the Initial Purchaser which is in default) and the respective obligations of the Company and the Underwriters Initial Purchasers pursuant to Section 6 9 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Initial Purchasers is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 5(c)10, the Company will reimburse the Underwriters non-defaulting Initial Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, subject in all cases to Section 6(h).

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the EXHIBIT 10.14 Company or its officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterPurchaser, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Purchasers pursuant to Section 6 7 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Purchasers is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iiiC), (ivD) or (vE) of Section 5(c6(b)(ii), the Company will reimburse the Underwriters Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Trust and the Company or its their officers and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Trust and the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Trust and the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Trust and the Company and the Underwriters pursuant to Section 6 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 5(c6(c), the Trust and the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.will

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

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters Initial Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterInitial Purchaser, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesPreferred Stock. If the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities Preferred Stock by the Underwriters Initial Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 4(g) and the respective obligations of the Company and the Underwriters Initial Purchasers pursuant to Section 6 7 shall remain in effect. If the purchase of the Offered Securities Preferred Stock by the Underwriters Initial Purchasers is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause clauses (iii), (iv), (v), (vi) or (vvii) of Section 5(c6(b), the Company will reimburse the Underwriters Initial Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered SecuritiesPreferred Stock.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholder, of the Company or its officers and of the several Underwriters Managers set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterManager, the Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered International Securities. If the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered International Securities by the Underwriters Managers is not consummated, the Company and the Selling Stockholder shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Company, the Selling Stockholder and the Underwriters Managers pursuant to Section 6 7 shall remain in effect and if any International 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 International Securities by the Underwriters Managers is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in Section 6(c)(A) or clause (iii), (iv) ), or (v) of Section 5(c6(c)(B), or the default or omission of any Underwriter the Company and the Selling Stockholder will reimburse the Underwriters Managers for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered International Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company Issuer or its officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterPurchaser, the Company Issuer or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company Issuer shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Issuer and the Underwriters Guarantors and the Purchasers pursuant to Section 6 7 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Purchasers is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (vviii) of Section 5(c6(b), the Company Issuer and the Guarantors will reimburse the Underwriters Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters Initial Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterInitial Purchaser, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms this Agreement is terminated pursuant to Section 7 or if for any reason the 31 31 purchase of the Offered Securities by the Underwriters Initial Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters Initial Purchasers pursuant to Section 6 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Initial Purchasers is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iiiB), (ivC) or (vD) of Section 5(c5(b)(ii), the Company will reimburse the Underwriters Initial Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

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

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling personperson of any of them, and will survive delivery of and payment for the Offered Securities. If the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain -29- responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 and the provisions of Section 13 shall remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 5(c), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

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

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company and the Guarantors or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterPurchaser, the Company and the Guarantors or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company and the Guarantors shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Guarantors and the Purchasers pursuant to Section 6 7 shall remain in effect. effect If the purchase of the Offered Securities by the Underwriters Purchasers is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iiiC), (ivD) or (vE) of Section 5(c6(b)(ii), the Company and the Guarantors will reimburse the Underwriters Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company Company, the Guarantors or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterPurchasers, the Company Company, the Guarantors or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company and the Guarantors shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Guarantors and the Purchasers pursuant to Section 6 7 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Purchasers is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (vviii) of Section 5(c6(b), the Company and the Guarantors will reimburse the Underwriters Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

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

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters Purchaser set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriterthe Purchaser, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters Purchaser is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Purchaser pursuant to Section 6 7 shall remain in effect and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Purchaser is not consummated for any reason other than solely because of the termination of the Terms Agreement pursuant to Section 7 or the occurrence of any event or events specified in Section 6(b)(i) and clause (iiiC), (ivD), (E) or (vF) of Section 5(c6(b)(ii), the Company will reimburse the Underwriters Purchaser for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them it in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers, of each Selling Shareholder or its officers and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company Company, each Selling Shareholder or any of their respective representatives, officers or directors or any controlling person, person and will survive delivery of and payment for the Offered SecuritiesShares. If the Terms Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities Shares by the Underwriters under the Terms Agreement is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters pursuant to Section 6 7 shall remain in effect. If the purchase of the Offered Securities Shares by the Underwriters is not consummated for any reason reason, other than solely because of the termination of the Terms Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (i), (iii), (iv) or (v) of Section 5(c6(n), the Company will reimburse the Underwriters for all out-of-pocket expenses (expenses, including fees and disbursements of counsel) , reasonably incurred by them in connection with the offering of the Offered SecuritiesShares, but the Company shall be under no further liability to any Underwriter except as provided in Section 5 and Section 7.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company Sellers, their respective officers or its officers directors and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company Sellers, the Issuer or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters Underwriter is not consummated, the Company Issuer shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 4 5 (other than with respect to a defaulting Underwriter) and the respective obligations of the Company Sellers and the Underwriters pursuant to Section 6 7 shall remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 8 or solely because of the occurrence of any event specified in clause (iiiC), (ivD) or (vE) of Section 5(c6(d)(ii), the Company Issuer 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.