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 Depositor or its officers, JPMorgan Chase Bank and the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation or statement as to the results thereof, made by or on behalf of the Underwriters, the Depositor, JPMorgan Chase Bank or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effect. If the purchase of the Offered Notes by the Underwriters is not consummated for any reason other than solely because of the occurrence of any event specified in clauses (ii), (iii) or (iv) of Section 7(c) hereof, the Depositor will reimburse each Underwriter for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Offered Notes.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Company, the Selling Stockholders or its officers, JPMorgan Chase Bank their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, the DepositorSelling Stockholders, JPMorgan Chase Bank 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 NotesShares. If this Agreement is terminated pursuant to Section 10 or if for any reason the purchase of the Offered Notes Shares by the Underwriters is not consummated, the Depositor Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof 5 and the respective obligations of the DepositorCompany, JPMorgan Chase Bank the Selling Stockholders and the Underwriters pursuant to Sections 8 and Section 9 hereof shall remain in effect. If the purchase of the Offered Notes Shares by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 10 or the occurrence of any event specified in clauses clause (iiiii), (iiiiv) (except for any suspension of trading of any securities of the Company), (v), (vi) or (ivvii) of Section 7(c) hereof8(b), the Depositor Company will reimburse each Underwriter 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 NotesShares.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Depositor Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 6 hereof 5 and the respective obligations of the DepositorCompany, JPMorgan Chase Bank the Selling Stockholders, and the Underwriters pursuant to Sections 8 Section 7 shall remain in effect, and 9 hereof 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 Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clauses (iiiii), (iiiiv), (vi), (vii) or (ivviii) of Section 7(c) hereof6(c), the Depositor Company will reimburse each Underwriter the Underwriters 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 NotesSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than (A) any event specified in Section 7(c)(iii), (iv), (vi), (vii) or (viii) or (B) solely because of the occurrence termination of any event specified in clauses (ii), (iii) or (iv) of this Agreement pursuant to Section 7(c) 9 hereof, the Depositor Company will reimburse each Underwriter the Underwriters 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 NotesSecurities, and the respective obligations of the Company, the Selling Stockholders and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, the Company or its officers, JPMorgan Chase Bank officers and of the Underwriters Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the UnderwritersUnderwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters Underwriter is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof or the occurrence of any event specified in clauses (iiSection 7(d)(iv), (iiivi), (vii) or (iv) of Section 7(cviii) hereof, the Depositor Company will reimburse each the Underwriter for all out-of-pocket expenses (including reasonable, documented fees and disbursements of counsel) reasonably incurred by it them in connection with the offering of the Offered NotesSecurities, and the respective obligations of the Company, the Selling Stockholders and the Underwriter pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 hereof and all obligations under Section 5 hereof shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Depositor Company shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 6 hereof 5 and the respective obligations of the DepositorCompany, JPMorgan Chase Bank the Selling Stockholders, and the Underwriters pursuant to Sections Section 8 and 9 hereof Section 18, and the obligations of the Company and the Selling Stockholders pursuant to Section 10, shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clauses clause (iiiii), (iiiiv), (vi), (vii) or (ivviii) of Section 7(c) hereof), the Depositor Company will reimburse each Underwriter the Underwriters 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 NotesSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Company or its officers, JPMorgan Chase Bank the Partnership and the officers of the General Partner and of the several Underwriters set forth in or made pursuant to this the Terms Agreement (including these Standard Provisions) 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 the Underwritersany Underwriter, the DepositorCompany, JPMorgan Chase Bank the Partnership, the General Partner or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the occurrence termination of any event specified in clauses (iithe Terms Agreement pursuant to Sections 7(c)(iii), (iiiiv), (vi), (vii) and (viii) or (iv) of Section 7(c) 11 hereof, the Depositor Company will reimburse each Underwriter the Underwriters 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 NotesSecurities, and the respective obligations of the Company, the Partnership, the General Partner and the Underwriters pursuant to Section 9 hereof shall remain in effect. In addition, if any Securities have been purchased under the Terms Agreement, the representations and warranties in Sections 1 and 2 hereof and all obligations under Sections 4 and 5 hereof shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof or the occurrence of any event specified in clauses (iiSection 7(d)(iv), (iiivi), (vii) or (iv) of Section 7(cviii) hereof, the Depositor Company will reimburse each Underwriter the Underwriters for all out-of-pocket expenses (including reasonable, documented fees and disbursements of counsel) reasonably incurred by it them in connection with the offering of the Offered NotesSecurities, and the respective obligations of the Company, the Selling Stockholders and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 hereof and all obligations under Section 5 hereof shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Depositor Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 6 hereof 5 and the respective obligations of the DepositorCompany, JPMorgan Chase Bank the Selling Stockholders and the Underwriters pursuant to Sections 8 Section 7 and the obligations of the Company and the Selling Stockholders pursuant to Section 9 hereof shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clauses clause (iiiii), (iiiiv), (vi), (vii) or (ivviii) of Section 7(c) hereof6(c), the Depositor Company will reimburse each Underwriter the Underwriters 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 NotesSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of (i) the Depositor Company or its officers, JPMorgan Chase Bank and (ii) the Selling Shareholders or (iii) the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, the DepositorCompany, JPMorgan Chase Bank 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 NotesStock. If for any reason the purchase Upon termination of the Offered Notes by the Underwriters is not consummatedthis Agreement, the Depositor Company shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 6 hereof 5(a)(ix) and the respective obligations of the DepositorCompany, JPMorgan Chase Bank the Selling Shareholders and the Underwriters pursuant to Sections 8 Section 7 shall remain in effect, and 9 hereof 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 Notes Stock by the Underwriters is not consummated for any reason other than solely because of the occurrence termination of any event specified in clauses (ii), (iii) or (iv) of Section 7(c) hereofthis Agreement pursuant to Sections 9 and 10, the Depositor Company will reimburse each Underwriter the Underwriters 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 NotesStock.

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

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Depositor Company and each Selling Stockholder shall remain responsible for the expenses to be paid or reimbursed by it such party pursuant to Section 6 hereof 5 and the respective obligations of the DepositorCompany, JPMorgan Chase Bank the Selling Stockholders and the Underwriters pursuant to Sections Section 8 shall remain in effect, and 9 hereof 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 Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clauses clause (iiiii), (iiiiv), (vi), (vii) or (ivviii) of Section 7(c) hereof), the Depositor Company will reimburse each Underwriter the Underwriters 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 NotesSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Company or its officers, JPMorgan Chase Bank officers and of the Underwriters several Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Initial Purchaser, the Depositor, JPMorgan Chase Bank Company or of any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered NotesSecurities. If for any reason the purchase of the Offered Notes Securities by the Underwriters Initial Purchasers is not consummatedconsummated for any reason other than a default by one or more of the Initial Purchasers, the Depositor Company shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 6 hereof and 5(k), the respective obligations of the Depositor, JPMorgan Chase Bank Company and the Underwriters Initial Purchasers pursuant to Sections Section 8 and 9 hereof shall remain in effect. If , and the purchase of the Offered Notes by the Underwriters is not consummated for any reason other than solely because of the occurrence of any event specified in clauses (ii), (iii) or (iv) of Section 7(c) hereof, the Depositor Company will reimburse each Underwriter the Representatives for all the reasonable out-of-pocket expenses (including of the Initial Purchasers, not exceeding $75,000, and for the fees and disbursements of counsel) reasonably incurred by it Initial Purchasers' Counsel, the Initial Purchasers agreeing to pay such expenses, fees and disbursements in connection with any other event. In no event will the offering Company be liable to any of the Offered NotesInitial Purchasers for damages on account of loss of anticipated profits.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Shareholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Shareholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Depositor Company and the Selling Shareholders shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 6 hereof 5 and the respective obligations of the DepositorCompany, JPMorgan Chase Bank the Selling Shareholders and the Underwriters pursuant to Sections Section 8 shall remain in effect and 9 hereof 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 Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clauses clause (iiiii), (iiiiv), (vi), (vii) or (ivviii) of Section 7(c) hereof), the Depositor Company will reimburse each Underwriter the Underwriters 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 NotesSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Company, the Guarantors or its officers, JPMorgan Chase Bank their respective officers and of the several Underwriters and other Indemnified Parties set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, the DepositorCompany, JPMorgan Chase Bank 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 Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clauses clause (iiiii), (iiiiv), (vi), (vii) or (ivviii) of Section 7(c) hereof), the Depositor Company and the Guarantors will reimburse each Underwriter the Underwriters and the Collateral Agent 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 NotesSecurities, and the respective obligations of the Company, the Guarantors and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the Underwriters Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the UnderwritersUnderwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters Underwriter is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clauses clause (iiiv), (iiivi) or (ivvii) of Section 7(c7(d) hereof, the Depositor will Company and the Selling Stockholders will, jointly and severally, reimburse each the Underwriter for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Offered NotesSecurities, and the respective obligations of the Company, the Selling Stockholders and the Underwriter pursuant to Section 8 hereof shall remain in effect. In addition, if any Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

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

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Company or its officers, JPMorgan Chase Bank of the Selling Stockholders and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clauses clause (iiiii), (iiiiv), (vi), (vii) or (ivviii) of Section 7(c) hereof, the Depositor Company will reimburse each Underwriter the Underwriters 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 NotesSecurities, and the respective obligations of the Company, the Selling Stockholders and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Depositor Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 6 hereof 5 and the respective obligations of the DepositorCompany, JPMorgan Chase Bank the Selling Stockholders, and the Underwriters pursuant to Sections Section 8 shall remain in effect, and 9 hereof 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 Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clauses clause (iiiii), (iiiiv), (vi), (vii) or (ivviii) of Section 7(c) hereof7(f), the Depositor Company will reimburse each Underwriter the Underwriters 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 NotesSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Issuers and Guarantors or its officers, JPMorgan Chase Bank their officers and of the Underwriters several Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Purchaser, either of the Underwriters, the Depositor, JPMorgan Chase Bank Issuers and any Guarantors or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered NotesSecurities. If for any reason the purchase of the Offered Notes Securities by the Underwriters Purchasers is not consummated, the Depositor Issuers and the Guarantors shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof 5 and the respective obligations of the Depositor, JPMorgan Chase Bank Issuers and Guarantors and the Underwriters Purchasers pursuant to Sections 8 and 9 hereof Section 7 shall remain in effect. If the purchase of the Offered Notes Securities by the Underwriters Purchasers is not consummated for any reason other than solely because of the occurrence of any event specified in clauses clause (iiiii), (iiiiv), (v), (vi) or (ivvii) of Section 7(c) hereof6(b), the Depositor Issuers and the Guarantors will reimburse each Underwriter the 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 NotesSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Depositor Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 6 hereof 5 and the respective obligations of the DepositorCompany, JPMorgan Chase Bank the Selling Stockholders, and the Underwriters pursuant to Sections 8 Section 7 shall remain in effect, and 9 hereof 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 Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clauses clause (iiiii), (iiiiv) or (ivv) of Section 7(c) hereof6(c), the Depositor Company will reimburse each Underwriter the Underwriters 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 NotesSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the occurrence of any event specified in clauses (ii), (iii) or (iv) of Section 7(c) hereofreason, the Depositor Company will reimburse each Underwriter the Underwriters for all documented out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it them in connection with the offering of the Offered NotesSecurities, and the respective obligations of the Company, the Selling Stockholders and the Underwriters pursuant to Section 9. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Sections 5 and 6 shall also remain in effect.

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

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Depositor Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 6 hereof 5 and the respective obligations of the DepositorCompany, JPMorgan Chase Bank the Selling Stockholders and the Underwriters pursuant to Sections Section 8 shall remain in effect, and 9 hereof 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 Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clauses clause (iiiii), (iiiiv), (vi), (vii) or (ivviii) of Section 7(c) hereof7(d), the Depositor Company will reimburse each Underwriter the Underwriters 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 NotesSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof or the occurrence of any event specified in clauses clause (iiiv), (iiivi) or and (ivvii) of Section 7(c7(e) hereof, the Depositor Company will reimburse each Underwriter the Underwriters for all out-of-pocket expenses (including reasonably documented fees and disbursements of counsel) reasonably incurred by it them in connection with the offering of the Offered NotesSecurities, and the respective obligations of the Company, the Selling Stockholders and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Company or its officers, JPMorgan Chase Bank of the Selling Stockholder and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, the DepositorSelling Stockholder, JPMorgan Chase Bank 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 Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clauses clause (iiiii), (iiiiv), (vi), (vii) or (ivviii) of Section 7(c) hereof, the Depositor Company will reimburse each Underwriter the Underwriters 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 NotesSecurities, and the respective obligations of the Company, the Selling Stockholder and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the occurrence of (a) any event specified in clauses clause (ii), (iii), (v), (vi) or (ivvii) of Section 7(c) of this Agreement, or (b) because of the termination of this Agreement pursuant to Section 9 hereof, the Depositor Company will reimburse each Underwriter the Underwriters 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 NotesSecurities, and the respective obligations of the Company, the Selling Stockholders and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Company or its officers, JPMorgan Chase Bank of the several Selling Securityholders and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, Selling Securityholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 11 hereof or the occurrence of any event specified in clauses clause (iiiii), (iiiiv), (vi), (vii) or (ivviii) of Section 7(c) hereof8(d), the Depositor Company will reimburse each Underwriter the Underwriters 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 NotesSecurities, and the respective obligations of the Company, the Selling Securityholders and the Underwriters pursuant to Section 10 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and Section 3 hereof and all obligations under Section 6 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Company or its officers, JPMorgan Chase Bank the Selling Shareholders, and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling personperson and any Selling Shareholder, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the occurrence termination of any event specified in clauses (ii), (iii) or (iv) of this Agreement pursuant to Section 7(c) 9 hereof, the Depositor Company and the Selling Shareholders will reimburse each Underwriter the Underwriters 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 NotesSecurities, and the respective obligations of the Company, the Selling Shareholders, and the Underwriters pursuant to Section 8 hereof and the obligations of the Company and the Selling Shareholders pursuant to Section 10 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Company or its officers, JPMorgan Chase Bank officers and of the Underwriters Initial Purchaser set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation termination of this Agreement, any investigation, or statement as to the results thereof, made by or on behalf of the UnderwritersInitial Purchaser, the Depositor, JPMorgan Chase Bank 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 Notes. If for any reason the purchase of the Offered Notes by the Underwriters Initial Purchaser is not consummated, the Depositor Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 9 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank Company and the Underwriters Initial Purchaser pursuant to Sections 8 and 9 Section 6 hereof shall remain in effect. If the purchase of the Offered Notes by the Underwriters Initial Purchaser is not consummated for any reason other than solely because of the occurrence of any event specified in clauses (ii), (iii) or (iv) the termination of the Agreement pursuant to Section 7(c) 8 hereof, the Depositor Company will reimburse each Underwriter the Initial Purchaser for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) reasonably incurred by it the Initial Purchaser in connection with the offering of the such Offered NotesNotes and will comply with its obligations under Sections 6 and 9 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof or the occurrence of any event specified in clauses clause (iiiii), (iiiiv), (vi), (vii) or (ivviii) of Section 7(c) hereof, the Depositor will Company and the Selling Stockholders will, jointly and severally, reimburse each Underwriter the Underwriters 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 NotesSecurities, and the respective obligations of the Company, the Selling Stockholders and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the occurrence termination of any event specified in clauses (ii), (iii) or (iv) of this Agreement pursuant to Section 7(c) 9 hereof, the Depositor Company and the Selling Stockholders agree that the Company will reimburse each Underwriter the Underwriters 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 NotesSecurities (provided that the Company shall not be required to reimburse fees and disbursements of Underwriters’ counsel in excess of $400,000), and the respective obligations of the Company, the Selling Stockholders and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, rights of contribution, agreements, representations, warranties and other statements of the Depositor Company, TMM Holdings or its officers, JPMorgan Chase Bank their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, the DepositorCompany, JPMorgan Chase Bank TMM Holdings or any of their respective representatives, officers or directors or any controlling personperson or other indemnified persons referred to in Section 8, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the occurrence termination of any event specified in clauses (ii), (iii) or (iv) of this Agreement pursuant to Section 7(c) 9 hereof, the Depositor will Company and TMM Holdings will, jointly and severally, reimburse each Underwriter the Underwriters for all out-of-of- pocket expenses (including fees and disbursements of counsel) reasonably incurred by it them in connection with the offering of the Offered NotesSecurities, and the respective obligations of the Company, TMM Holdings and the Underwriters pursuant to Sections 5(h) and 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Company or its officersofficers on behalf of the Company, JPMorgan Chase Bank of the Selling Shareholders and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Shareholder or the UnderwritersCompany or, the Depositorin each case, JPMorgan Chase Bank or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the occurrence termination of any event specified in clauses (ii), (iii) or (iv) of this Agreement pursuant to Section 7(c) 9 hereof, the Depositor Company and the Selling Shareholders will reimburse each Underwriter the Underwriters 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 NotesSecurities, and the respective obligations of the Company, the Selling Shareholders and the Underwriters pursuant to Section 8 hereof and the obligations of the Company pursuant to Section 10 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders and the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the occurrence of [(A) any event specified in clauses (iiSection 7(c)(iii), (iiiiv), (vi), (vii) or (ivviii) or (B)] because of the termination of this Agreement pursuant to Section 7(c) 9 hereof, the Depositor Company will reimburse each Underwriter the non-defaulting Underwriters 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 NotesSecurities, and the respective obligations of the Company, the Selling Stockholders and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clauses (ii), (iii), (v), (vi) or (ivvii) of Section 7(c) hereof, or the Depositor failure of requirements to closing set forth in Section 7(g) hereof, the Company will reimburse each Underwriter the Underwriters 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 NotesSecurities, and the respective obligations of the Company, the Selling Stockholders and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Depositor Company shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 6 hereof 5 and the respective obligations of the DepositorCompany, JPMorgan Chase Bank the Selling Stockholders, and the Underwriters pursuant to Sections Section 8 and 9 hereof shall remain in effect. If , and if any Offered Securities have been purchased hereunder the purchase of the Offered Notes by the Underwriters is not consummated for any reason other than solely because of the occurrence of any event specified representations and warranties in clauses (ii), (iii) or (iv) of Section 7(c) hereof, the Depositor will reimburse each Underwriter for 2 and all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it obligations under Section 5 shall also remain in connection with the offering of the Offered Noteseffect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Company or its officers, JPMorgan Chase Bank of the Controlling Shareholder and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, the DepositorCompany, JPMorgan Chase Bank the Controlling Shareholder or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered NotesSecurities. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the purchase of Company shall be unable to perform its obligations under this Agreement, the Offered Notes by Company will reimburse the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effect. If the purchase of the Offered Notes by the Underwriters is not consummated for any reason other than solely because of the occurrence of any event specified in clauses (ii), (iii) or (iv) of Section 7(c) hereof, the Depositor will reimburse each Underwriter for all out-of-pocket expenses (including fees and disbursements of counselcounsel in connection with the review and qualification of this offering by FINRA) reasonably incurred by it them in connection with the offering of the Offered NotesSecurities, and the respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Stockholder, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, the DepositorStockholder, JPMorgan Chase Bank 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 NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Depositor Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the DepositorCompany, JPMorgan Chase Bank the Stockholder and the Underwriters pursuant to Sections Section 8 shall remain in effect, and 9 hereof if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 6 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clauses clause (iiiii), (iiiiv) or (ivv) of Section 7(c) hereof7(e), the Depositor will Company and the Stockholder will, jointly and severally, reimburse each Underwriter the Underwriters 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 NotesSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the occurrence termination of any event specified in clauses (ii), (iii) or (iv) of this Agreement pursuant to Section 7(c) hereof9, the Depositor Selling Stockholders and the Company, jointly and severally, will reimburse each Underwriter the Underwriters for all documented out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it them in connection with the offering of the Offered NotesSecurities; provided that the amount of such expenses shall not exceed $75,000. If the purchase of Offered Securities is not consummated for any reason, the respective obligations of the Company, the Selling Stockholders and the Underwriters pursuant to Section 8 shall remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, rights of contribution, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, the DepositorSelling Stockholder, JPMorgan Chase Bank 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 Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the occurrence termination of any event specified in clauses this Agreement pursuant to Section 9 or Section 10 (excluding clause (ii), (iii) or (iv) of Section 7(cthereof) hereof, the Depositor will Company and the Selling Stockholder will, jointly and severally, reimburse each Underwriter the Underwriters 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 NotesSecurities, and the respective obligations of the Company, the Selling Stockholder and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholder, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, the DepositorSelling Stockholder, JPMorgan Chase Bank 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 Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clauses clause (iiiv), (iiivi), (vii) or (ivviii) of Section 7(c) hereof, the Depositor Company will reimburse each Underwriter the Underwriters for all accountable out-of-pocket expenses (including reasonable documented fees and disbursements of counsel) reasonably actually incurred by it them in connection with the offering of the Offered NotesSecurities, and the respective obligations of the Company, the Selling Stockholder and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the occurrence termination of any event specified in clauses (ii), (iii) or (iv) of this Agreement pursuant to Section 7(c) 9 hereof, the Depositor Company will reimburse each Underwriter the Underwriters 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 NotesSecurities, and the respective obligations of the Company, the Selling Stockholders and the Underwriters pursuant to Section 8 hereof and the obligations of the Company, the Selling Stockholders pursuant to Section 10 shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the occurrence termination of this Agreement pursuant to Section 9 hereof or the failure of any event specified condition set forth in clauses Section 7(d)(ii) through (ii), (iiiviii) or (iv) of Section 7(c) hereofhereof to be satisfied, the Depositor Company will reimburse each Underwriter the Underwriters 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 NotesSecurities, and the respective obligations of the Company, the Selling Stockholders and the Underwriters pursuant to Section 8 hereof and the obligations of the Company and the Selling Stockholders pursuant to Section 10 shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation termination of this Agreement or any investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, the Depositor, JPMorgan Chase Bank 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 NotesSecurities. If the 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 Notes Securities by the Underwriters hereunder is not consummated, the Depositor Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof 4(l) and the respective obligations of the Depositor, JPMorgan Chase Bank Company and the Underwriters pursuant to Sections 8 and 9 hereof Section 6 shall remain in effect. If for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the occurrence termination of any event specified this Agreement pursuant to Section 7 or a failure to satisfy the conditions set forth in clauses (iiSection 5(c), (iii) or (iv) of Section 7(c) hereofthe Company shall reimburse the Underwriters, the Depositor will reimburse each Underwriter severally, for all out-ofout f-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it them in connection with the offering of the Offered NotesSecurities. The provisions of Sections 11 and 13 shall also survive any termination or modification of this Agreement.

Survival of Certain Representations and Obligations. The respective indemnities, rights of contribution, agreements, representations, warranties and other statements of the Depositor Company or its officers, JPMorgan Chase Bank officers and of the Underwriters set forth in or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto will remain in full force and effect, regardless of any investigation or termination of this Agreement, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered NotesSecurities. If for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummatedconsummated as contemplated herein, the Depositor Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank Company and the Underwriters pursuant to Sections Section 8 and 9 hereof shall remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated as contemplated herein for any reason other than solely because of the occurrence of any event specified in clauses (iithe second sentence of Section 7(d), (iii) or (iv) of Section 7(c) hereof, the Depositor Company will reimburse each Underwriter the Underwriters 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 NotesSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholder, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the DepositorSelling Stockholder, JPMorgan Chase Bank 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 NotesSecurities. If this Agreement is terminated pursuant to Section 8 hereof or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Depositor Company and the Selling Stockholder shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 6 5 hereof and the respective obligations of the DepositorCompany, JPMorgan Chase Bank the Selling Stockholder, and the Underwriters pursuant to Sections 8 and 9 Section 7 hereof shall remain in effect. If , and if any Offered Securities have been purchased hereunder the purchase of the Offered Notes by the Underwriters is not consummated for any reason other than solely because of the occurrence of any event specified representations and warranties in clauses (ii), (iii) or (iv) of Section 7(c) hereof, the Depositor will reimburse each Underwriter for 2 hereof and all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it obligations under Section 5 hereof shall also remain in connection with the offering of the Offered Noteseffect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the occurrence of (A) any event specified in clauses (iiSection 7(c)(iii), (iiiiv), (vi), (vii) or (ivviii) or (B) because of the termination of this Agreement pursuant to Section 7(c) 9 hereof, the Depositor Company and the Selling Stockholders agree that the Company will reimburse each Underwriter the Underwriters 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 NotesSecurities, and the respective obligations of the Company, the Selling Stockholders and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Company or its officers, JPMorgan Chase Bank officers and of the Underwriters Initial Purchaser set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the UnderwritersInitial Purchaser, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered NotesSecurities. If for any reason the purchase of the Offered Notes Securities by the Underwriters Initial Purchaser is not consummated, the Depositor Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof 5 and the respective obligations of the Depositor, JPMorgan Chase Bank Company and the Underwriters Initial Purchaser pursuant to Sections 8 and 9 hereof Section 7 shall remain in effect. If the purchase of the Offered Notes Securities by the Underwriters Initial Purchaser is not consummated for any reason other than solely because of the occurrence of any event specified in clauses clause (iiiii), (iiiiv), (v), (vii) or (ivvii) of Section 7(c) hereof6(c), the Depositor Company will reimburse each Underwriter the Initial Purchaser for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Offered NotesSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Company or its officers, JPMorgan Chase Bank of the Selling Shareholders and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, the DepositorCompany, JPMorgan Chase Bank any Selling Shareholder or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the occurrence termination of any event specified in clauses (ii), (iii) or (iv) of this Agreement pursuant to Section 7(c) 10 hereof, the Depositor will Company [and the Selling Shareholders will, jointly and severally,] reimburse each Underwriter the Underwriters 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 NotesSecurities, and the respective obligations of the Company, the Selling Shareholders and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Company or its officers, JPMorgan Chase Bank of the Selling Stockholder and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, the DepositorSelling Stockholder, JPMorgan Chase Bank 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 Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clauses clause (iiiii), (iiiiv), (vi), (vii) or (ivviii) of Section 7(c7(d) hereof, the Depositor Company will reimburse each Underwriter the Underwriters 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 NotesSecurities, and the respective obligations of the Company, the Selling Stockholder and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the occurrence termination of any event specified in clauses (ii), (iii) or (iv) of this Agreement pursuant to Section 7(c) 9 hereof, the Depositor will Company and the Selling Stockholders will, jointly and severally, reimburse each Underwriter the Underwriters for all out-of-pocket expenses (including fees and disbursements of counselcounsel to the Underwriters) reasonably incurred by it them in connection with the offering of the Offered NotesSecurities, and the respective obligations of the Company, the Selling Stockholders and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Company, TMM Holdings (subjection to Section 19 hereof), New TMM Holdings or its officers, JPMorgan Chase Bank their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, the DepositorCompany, JPMorgan Chase Bank TMM Holdings or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the occurrence termination of any event specified in clauses (ii), (iii) or (iv) of this Agreement pursuant to Section 7(c) 9 hereof, the Depositor will Company, TMM Holdings and New TMM Holdings will, jointly and severally, reimburse each Underwriter the Underwriters 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 NotesSecurities, and the respective obligations of the Company, TMM Holdings and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered NotesU.S. Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Notes U.S. Securities by the Underwriters is not consummated, the Depositor Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof 5 and the respective obligations of the DepositorCompany, JPMorgan Chase Bank the Selling Stockholders and the Underwriters pursuant to Sections 8 Section 7 shall remain in effect and 9 hereof if any U.S. Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes U.S. Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clauses clause (iiiii), (iii) iv), or (ivv) of Section 7(c) hereof6(h), the Depositor Company and the Selling Stockholders will reimburse each Underwriter the Underwriters 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 NotesU.S. Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Transaction Entities or its officers, JPMorgan Chase Bank their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, the Depositor, JPMorgan Chase Bank Transaction Entities or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectShares. If the purchase of the Offered Notes Shares by the Underwriters is not consummated for any reason other than solely because of the occurrence termination of any event specified in clauses (ii), (iii) or (iv) of this Agreement pursuant to Section 7(c) 8 hereof, the Depositor Company will reimburse each Underwriter the Underwriters up to a maximum of $175,000 for all out-of-pocket expenses, including costs and expenses (including fees and disbursements of counsel) reasonably legal counsel for the Underwriters incurred by it in connection with this Agreement and the offering of the Offered NotesShares, incurred by the Underwriters from time to time in connection with the provision of the Underwriters’ services hereunder, and the respective obligations of the Transaction Entities, on the one hand, and the Underwriters, on the other hand, pursuant to Section 7 hereof shall remain in effect. In addition, if any Offered Shares 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 Depositor Company, the Guarantors or its officers, JPMorgan Chase Bank their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, the DepositorCompany, JPMorgan Chase Bank 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 Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clauses clause (iiiii), (iiiiv), (vi), (vii) or (ivviii) of Section 7(c) hereof), the Depositor Company and the Guarantors will reimburse each Underwriter the Underwriters 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 NotesSecurities, and the respective obligations of the Company, the Guarantors and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

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

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, or the occurrence of any event specified in clauses (ii), (iii) or (iv) of Section 7(c) hereofhereof (other than the occurrence of an event described in Section 7(c)(v)), the Depositor will Company reimburse each Underwriter the Underwriters for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) reasonably incurred by it them in connection with the offering of the Offered NotesSecurities, and the respective obligations of the Company, the Selling Stockholders and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the occurrence termination of any event specified in clauses this Agreement pursuant to Section 9 hereof or Section 10 hereof (other than clause (ii) of such Section 10), (iii) or (iv) of Section 7(c) hereofthe Company and the Selling Stockholders will, jointly and severally, reimburse the Depositor will reimburse each Underwriter Underwriters for all out-of-pocket expenses (including fees and disbursements of counselcounsel to the Underwriters) reasonably incurred by it them in connection with the offering of the Offered NotesSecurities, and the respective obligations of the Company, the Selling Stockholders and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholders, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the occurrence of any event specified in clauses (ii), (iii) or (iv) of Section 7(c) hereofreason, the Depositor Company will reimburse each Underwriter the Underwriters 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 NotesSecurities, and the respective obligations of the Company, the Selling Stockholders and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummatedSecurities, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof Firm Warrants and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectOptional Warrants. If the purchase of the Offered Notes Securities, the Firm Warrants or the Optional Warrants by the Underwriters is not consummated for any reason other than solely because of the occurrence termination of any event specified in clauses (ii), (iii) or (iv) of this Agreement pursuant to Section 7(c) 9 hereof, the Depositor Company will reimburse each Underwriter the Underwriters 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 NotesSecurities, and the respective obligations of the Company, the Selling Stockholders and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities, Firm Warrants or Optional Warrants have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Issuer, the Guarantors or its officers, JPMorgan Chase Bank their respective officers and of the Underwriters several Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Purchaser, the DepositorIssuer, JPMorgan Chase Bank 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 NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters Purchasers is not consummated, the Depositor Issuer and the Guarantors shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof 5 and the respective obligations of the DepositorIssuer, JPMorgan Chase Bank the Guarantors and the Underwriters Purchasers pursuant to Sections Section 8 and 9 hereof shall remain in effect. If the purchase of the Offered Notes Securities by the Underwriters Purchasers is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clauses clause (iiiii), (iiiiv), (vi), (vii) or (ivviii) of Section 7(c) hereof7(b), the Depositor Issuer and the Guarantors will reimburse each Underwriter the 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 NotesSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, the occurrence of any event specified in clauses (iiiii), (iiiiv), (vii) or (ivviii) of Section 7(c) hereof), or any breach by the Underwriters of any representation set forth herein, the Depositor will Company and the Selling Stockholders will, jointly and severally, reimburse each Underwriter the Underwriters 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 NotesSecurities, and the respective obligations of the Company, the Selling Stockholders and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Shareholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Shareholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the occurrence termination of any event specified in clauses (ii), (iii) or (iv) of this Agreement pursuant to Section 7(c) 11 hereof, the Depositor Company will reimburse each Underwriter the Underwriters 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 NotesSecurities, and the respective obligations of the Company and the Underwriters pursuant to Section 10 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 7 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the occurrence termination of any event specified in clauses (ii), (iii) or (iv) of this Agreement pursuant to Section 7(c) 10 hereof, the Depositor Company will reimburse each Underwriter the Underwriters 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 NotesSecurities, and the respective obligations of the Company and the Underwriters pursuant to Section 9 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 6 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Company or its officers, JPMorgan Chase Bank of the several Selling Stockholders and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, the DepositorCompany, JPMorgan Chase Bank 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 Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof or the occurrence of any event specified in clauses Section 7(d) hereof (iiother than the occurrence of an event described in Section 7(d)(v), (iii) or (iv) of Section 7(c) hereof, the Depositor Company will reimburse each Underwriter the Underwriters for all out-of-pocket expenses (including reasonable documented fees and disbursements of counsel) reasonably incurred by it them in connection with the offering of the Offered NotesSecurities, and the respective obligations of the Company, the Selling Stockholders and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 hereof and all obligations under Section 5 hereof shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Company or its officers, JPMorgan Chase Bank of the Selling Stockholders and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clauses clause (iiiii), (iiiiv), (vi), (vii) or (ivviii) of Section 7(c7(d) hereof, the Depositor Company will reimburse each Underwriter the Underwriters 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 NotesSecurities, and the respective obligations of the Company, the Selling Stockholders and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, rights of contribution, agreements, representations, warranties and other statements of the Depositor Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered NotesSecurities. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effect. [If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the occurrence termination of any event specified in clauses (ii), (iii) or (iv) of this Agreement pursuant to Section 7(c) 10 hereof, the Depositor Company will reimburse each Underwriter the Underwriters 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 NotesSecurities.] If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 10 hereof, the respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Depositor Company shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 6 hereof 5 and the respective obligations of the Depositor, JPMorgan Chase Bank Company and the Underwriters pursuant to Sections 8 Section 7 shall remain in effect, and 9 hereof 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 Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clauses clause (iiiii), (iiiiv), (vi), (vii) or (ivviii) of Section 7(c) hereof6(d), the Depositor will Company and the Selling Stockholders will, jointly and severally, reimburse each Underwriter the Underwriters 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 NotesSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the occurrence termination of any event specified in clauses this Agreement pursuant to Sections 7(c)(iii)- (ii), (iiiviii) or (iv) of Section 7(c) and 9 hereof, the Depositor will Company and the Selling Stockholders will, jointly and severally, reimburse each Underwriter the Underwriters 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 NotesSecurities, and the respective obligations of the Company, the Selling Stockholders and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Company, the Selling Stockholders or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation termination of this Agreement or any investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, the DepositorCompany, JPMorgan Chase Bank 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 Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the occurrence termination of this Agreement pursuant to Section 9 hereof (provided that any event specified in clauses (iinon-defaulting Underwriters will still be reimbursed), (iii) or (iv) of Section 7(c) hereof, the Depositor Company and the Selling Stockholder will reimburse each Underwriter the Underwriters 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 NotesSecurities, and the respective obligations of the Company, the Selling Stockholders and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Company , the Guarantor or its officers, JPMorgan Chase Bank their respective officers and of the Underwriters several Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Purchaser, the DepositorCompany, JPMorgan Chase Bank 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 Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters Purchasers is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clauses clause (iiiii), (iiiiv), (vi), (vii) or (ivviii) of Section 7(c) hereof7(b), the Depositor Company and the Guarantor will reimburse each Underwriter the 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 NotesSecurities and the respective obligations of the Company, the Guarantor and the Purchasers pursuant to Section 8 shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered NotesShares. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Notes Shares by the Underwriters is not consummated, the Depositor Company shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 6 hereof 5(i) and the respective obligations of the DepositorCompany, JPMorgan Chase Bank the Selling Stockholders and the Underwriters pursuant to Sections 8 Section 7 shall remain in effect, and 9 hereof if any Shares have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Shares by the Underwriters is not consummated for any reason other than solely because of the occurrence termination of any event specified in clauses (ii), (iii) or (iv) of this Agreement pursuant to Section 7(c) hereof8, the Depositor Company and the Selling Stockholders will, jointly and severally, will reimburse each Underwriter the Underwriters 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 NotesShares.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Unitholder, the Partnership Parties or its officers, JPMorgan Chase Bank their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, the DepositorSelling Unitholder, JPMorgan Chase Bank the Partnership Parties or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectUnits. If the purchase of the Offered Notes Units by the Underwriters is not consummated for any reason other than solely because of the occurrence termination of any event specified in clauses (ii), (iiithis Agreement pursuant to Section 9(c)(iii)-(viii) or (iv) of Section 7(c) and 11 hereof, the Depositor Partnership Parties will reimburse each Underwriter the Underwriters for all reasonable and documented out-of-pocket expenses (including reasonable and documented fees and disbursements of outside counsel) reasonably incurred by it them in connection with the offering of the Offered NotesUnits, and the respective obligations of the Partnership Parties, the Selling Unitholder and the Underwriters pursuant to Section 10 hereof shall remain in effect. In addition, if any Offered Units have been purchased hereunder, the representations and warranties in Section 2 and Section 3 and all obligations under Section 6 and Section 7 shall also remain in effect.

Survival of Certain Representations and Obligations. (a) The respective indemnities, agreements, representations, warranties and other statements of the Depositor Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement (including as may be made in certificates of officers of the Company and the Adviser submitted pursuant hereto) will remain in full force and effect, effect regardless of any investigation or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the occurrence termination of any event specified in clauses (iithis Agreement pursuant to Section 9 hereof, Section 8(a)(ii), (iiiSection 8(a)(iii), Section 8(a)(iv), Section 8(a)(vi) or (iv) of Section 7(c) hereof8(a)(vii), the Depositor Company will reimburse each Underwriter the Underwriters 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 NotesSecurities, and the respective obligations of the Company and the Underwriters pursuant to Section 7 hereof shall also 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 remain in effect following any such termination.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof and the respective obligations of the Depositor, JPMorgan Chase Bank and the Underwriters pursuant to Sections 8 and 9 hereof shall remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, the occurrence of any event specified in clauses (iiiii), (iiiiv), (vii) or (ivviii) of Section 7(c) hereof7(d), or any breach by the Underwriters of any representation set forth herein, the Depositor Company will reimburse each Underwriter the Underwriters 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 NotesSecurities, and the respective obligations of the Company, the Selling Stockholders and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Horizon Entities or their respective officers and of the Initial Purchaser and its officers, JPMorgan Chase Bank and the Underwriters officers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the UnderwritersInitial Purchaser, the Depositor, JPMorgan Chase Bank a Horizon Entity or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If this Agreement is terminated pursuant to Section 8 hereof or if for any reason the purchase of the Offered Notes by the Underwriters Initial Purchaser is not consummated, the Depositor Issuer shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 5(f) hereof and the respective obligations of the Depositor, JPMorgan Chase Bank Horizon Entities and the Underwriters Initial Purchaser pursuant to Sections 8 and 9 Section 7 hereof shall remain in effect. If the purchase of the Offered Notes by the Underwriters Initial Purchaser is not consummated for any reason other than solely because of the occurrence termination of any event specified in clauses (ii), (iii) or (iv) of this Agreement pursuant to Section 7(c) 8 hereof, the Depositor Horizon Entities will reimburse each Underwriter the Initial Purchaser for all out-of-pocket expenses (including reasonable fees and disbursements of legal counsel) reasonably incurred by it them in connection with the offering of the Offered Notes. Section 17 shall survive the termination of this Agreement.

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

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Depositor Selling Stockholders, of the Company or its officers, JPMorgan Chase Bank officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of the Underwritersany Underwriter, any Selling Stockholder, the Depositor, JPMorgan Chase Bank Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Depositor Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 6 hereof 5 and the respective obligations of the DepositorCompany, JPMorgan Chase Bank the Selling Stockholders, and the Underwriters pursuant to Sections 8 and 9 hereof Section 7 shall remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clauses clause (iiiii), (iiiiv), (vi), (vii) or (ivviii) of Section 7(c) hereof6(c), the Depositor Company will reimburse each Underwriter the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it them in connection with the offering offer and sale of the Offered NotesSecurities.