Common use of Survival of Representations and Agreements Clause in Contracts

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Section 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 6, 8, 9, 11, 12 and 18 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 7, 8, 9, 11, 12 10 and 18 11 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriters, the Company and the Company Manager contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 64, the indemnity agreements contained in Section 8 6 and the contribution agreements contained in Section 97, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the CompanyCompany or the Manager, any of its officers and directors their respective officers, directors, partners or members or any controlling person thereof, and shall survive delivery of and payment for the Shares Underwritten Securities to and by the Underwriters. The representations contained in Section 1 and the agreements contained in this Section 10 and Sections 64, 8, 9, 11, 12 6 and 18 7 hereof shall survive any the termination of this Agreement and the applicable Terms Agreement, including termination pursuant to Section 10 5 or 12 9 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Section 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 6, 8, 9, 11, 12 and 18 17 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers Agreement, including representations of the Company submitted pursuant heretoin Section 1, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 and 7, the contribution agreements contained in Section 98 and the agreements contained in Section 13, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, thereof and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 7, 8, 9, 11, 12 11(d) and 18 13 hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 Sections 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriters, the Company and the Company Manager contained in this Agreement or in certificates of officers of the Company or any Subsidiary or the Manager submitted pursuant hereto, including the agreements contained in Section 5 and 6, the indemnity agreements contained in Section 8 9 and the contribution agreements contained in Section 910, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the CompanyCompany or the Manager, any of its their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section Sections 1 and 2, and the agreements contained in Sections 6, 87, 9, 11, 12 10 and 18 13 through 16 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 11 or 12 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants covenants, and agreements of the Underwriters and the Company contained in or made pursuant to this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 6Sections 4(g) and 11(d), the indemnity agreements contained in Section 8 6 and the contribution agreements contained in Section 9, 7 shall remain operative and in full force and effect regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter the Underwriters or any controlling person thereof person, representative, officer or director of the Underwriters or by or on behalf of the Company, any of its officers and directors Company or any controlling person person, representative, officer or director thereof, and shall survive delivery of and payment for the Shares Securities to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 4(g), 6, 87, 9, 11, 12 9 and 18 hereof 11(d) shall survive any the termination of this Agreement, including termination pursuant to Section 10 or 12 hereof11.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriters, the Company and the Company Operating Partnership contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors directors, the Operating Partnership or any controlling person thereofof the Company or the Operating Partnership, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 87, 9, 11, 12 8 and 18 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Sub-Underwriters and the Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter, Sub-Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 7, 8, 9, 11, 12 10 and 18 11 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 64 and 5, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 6, 8, 9, 11, 9 and 12 and 18 through 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company and the Guarantors contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares Notes to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 7, 8, 9, 11, 12 10 and 18 11(d) hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 7, 8, 9, 11, 12 10 and 18 11 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Company and the Company Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person Person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 covenants and the agreements contained in Sections 65, 7, 8, 9, 11, 12 this Section 10 and 18 Sections 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations and warranties contained in Section 1 and the agreements contained in Sections 65, 7, 8, 9, 11, 12 10 and 18 11 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Company and the Company Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person Person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 covenants and the agreements contained in Sections 65, 7, 8, 9, 11, 12 this Section 10 and 18 Sections 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 9 or 12 11 hereof.. Maxim Group LLC _________________, 2007

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriter and the Company contained in this Agreement or in certificates of officers Agreement, including representations of the Company submitted pursuant heretoin Section 1, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 and 7, the contribution agreements contained in Section 98 and the agreements contained in Section 13, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, thereof and shall survive delivery of and payment for the Shares to and by the UnderwritersUnderwriter. The representations contained in Section 1 and the agreements contained in Sections 65, 7, 8, 9, 11, 12 11(d) and 18 13 hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 6, 8, 9, 11, 12 12, 17 and 18 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

Survival of Representations and Agreements. All representations and ------------------------------------------ warranties, covenants and agreements of the Underwriters you and the Company Issuers contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the representations and agreements contained in the last paragraph of Section 2, the agreements contained in Section 64, the indemnity agreements contained in Section 8 6 and the contribution agreements contained in Section 97, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter you or any controlling person thereof or by or on behalf of the CompanyIssuers and Guarantors, any of its their respective officers and directors or any controlling person thereof, and shall survive delivery of and any payment for the Shares Securities to and by the Underwritersyou. The representations contained in Section 1 and the agreements contained in Sections 4, 6, 8, 9, 11, 12 7 and 18 10(c) hereof shall survive any the termination of this Agreement, Agreement including termination pursuant to Section 10 or 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Initial Purchasers the Company and the Company Guarantor contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 6Sections 4(f) and 11(d), the indemnity agreements contained in Section 8 6 and the contribution agreements contained in Section 97, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or an Initial Purchaser, any controlling person thereof thereof, or by or on behalf of the Company, any of its officers and directors the Guarantor or any controlling person thereof, and shall survive delivery of and payment for the Shares Initial Notes to and by the UnderwritersInitial Purchasers. The representations contained in Section 1 5 and the agreements contained in Sections 4(f), 6, 8, 9, 11, 12 7 and 18 hereof 11(d) shall survive any the termination of this Agreement, including any termination pursuant to Section 10 or 12 hereof11.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriters, the Company, NIH and the Company Manager contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, NIH or the Manager, any of its officers and directors their respective officers, directors, partners or members or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 87, 9, 11, 12 8 and 18 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriters, the Company and the Company Selling Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Stockholders submitted pursuant hereto, including the agreements contained in Section 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the CompanyCompany or any Selling Stockholder, any of its their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 6, 8, 9, 11, and 12 and 18 through 19 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 10, 11 or 12 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter the Underwriters or any controlling person thereof or by or on behalf of the Company, any of its officers and directors trustees or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 1, 5, 6, 8, 9, 1110, 11 and 12 and 18 through 18, inclusive, hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 11 hereof.

Survival of Representations and Agreements. All representations and representations, warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the representations and warranties contained in Section 1, the agreements contained in Section 64, the indemnity agreements contained in Section 8 6 and the contribution agreements contained in Section 97, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares Securities to and by the several Underwriters. The representations contained in Section 1 and the agreements contained in Sections 4, 6, 87, 9, 11, 12 9 and 18 13 hereof shall survive any the termination of this Agreement, Agreement including termination pursuant to Section 10 or 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and or the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including including, without limitation, the agreements contained in Section 6Sections 4 and 5, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter the Underwriters or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 62 (to the extent provided in Section 9), 85, 9, 11, 12 7 and 18 hereof 8 and this Section 10 shall survive any the termination of this Agreement, including termination pursuant to Section 10 9 or 12 hereof11.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriters, the Selling Shareholders and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any Selling Shareholder or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the several Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 87, 9, 11, 12 8 and 18 11(d) hereof shall survive any the termination of this Agreement, Agreement including termination pursuant to Section 10 Sections 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 64 and 5, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 1, and the agreements contained in Sections 6, 8, 9, 11, 9 and 12 and 18 through 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Section 4, 5 and 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, Company any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 6, 8, 9, 11, 9 and 12 and 18 through 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriters, the Company and the Company Selling Securityholders contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 87, 9, 11, 12 8 and 18 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares Securities to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 7, 8, 9, 11, 12 10 and 18 11 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Section 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 6, 8, 9, 11, 12 and 18 17 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 hereof. 12.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Initial Purchasers and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter the Initial Purchasers or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and any payment for the Shares Securities to and by the UnderwritersInitial Purchasers. The representations contained in Section 1 and the agreements contained in Sections 65, 87, 9, 11, 12 8 and 18 11(c) hereof shall survive any the termination of this Agreement, Agreement including termination pursuant to Section 10 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 67, the indemnity agreements contained in Section 8 9 and the contribution agreements contained in Section 910, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 6, 87, 9, 1110, 12 and 18 14 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 11 or 12 14 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Agents and the Company contained in this Agency Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Section 64, the indemnity agreements contained in Section 8 6 and the contribution agreements contained in Section 97, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter Agent or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares and Warrants to and by the UnderwritersAgents. The representations contained in Section 1 and the agreements contained in Sections 4, 6, 87, 9, 11, 12 8 and 18 9 hereof shall survive any termination of this Agency Agreement, including termination pursuant to Section 10 or 12 9 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 9 and the contribution agreements contained in Section 910, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 3, which shall be true and correct only as of the date hereof and as of the time of purchase and any additional time of purchase, and the agreements contained in Sections 65, 87, 9, 11, 12 10 and 18 11 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 7 or 12 8 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Section 64, the indemnity agreements contained in Section 8 6 and the contribution agreements contained in Section 97, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 4, 6, 87, 9, 11, 12 10 and 18 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 8 or 10 or 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriters, the Independent Underwriter and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof thereof, the Independent Underwriter and any controlling person thereof, or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares Notes to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 87, 9, 11, 12 8 and 18 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriters, the Selling Stockholders and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any Selling Stockholder or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the several Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 87, 9, 11, 12 8 and 18 11(d) hereof shall survive any the termination of this Agreement, Agreement including termination pursuant to Section 10 Sections 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Initial Purchaser, the Company and the Company Guarantors contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 6Sections 4(f) and 11(d), the indemnity agreements contained in Section 8 6 and the contribution agreements contained in Section 97, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or the Initial Purchaser, any controlling person thereof thereof, or by or on behalf of the Company, any of its officers and directors the Guarantors or any controlling person thereof, and shall survive delivery of and payment for the Shares Initial Notes to and by the UnderwritersInitial Purchaser. The representations contained in Section 1 5 and the agreements contained in Sections 4(f), 6, 8, 9, 11, 12 7 and 18 hereof 11(d) shall survive any the termination of this Agreement, including any termination pursuant to Section 10 or 12 hereof11.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 7, 8, 910, 11, 12 and 18 14 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and BAS, the Company and AHM contained in this Agreement or in certificates of officers of the Company or any subsidiary submitted pursuant hereto, including the agreements contained in Section 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter BAS or any controlling person thereof or by or on behalf of the CompanyCompany or AHM, any of its their officers and directors or any controlling person thereof, and shall survive delivery the sale of and payment for the Shares to and by the UnderwritersShares. The representations contained in Section Sections 1 and 2, the agreements contained in Sections 6, 8, 99 and 10 and the provisions of Sections 12 through 17, 11inclusive, 12 and 18 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company or any of the Subsidiaries submitted pursuant heretohereto or thereto, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 7, 8, 9, 11, 12 10 and 18 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants covenants, and agreements of the Underwriters and the Company contained in or made pursuant to this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 6Sections 4(g) and 11(d), the indemnity agreements contained in Section 8 6 and the contribution agreements contained in Section 9, 7 shall remain operative and in full force and effect regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter the Underwriters or any controlling person thereof person, representative, officer or director of the Underwriters or by or on behalf of the Company, any of its officers and directors Issuers or any controlling person person, representative, officer or director thereof, and shall survive delivery of and payment for the Shares Notes to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 4(g), 6, 87, 9, 11, 12 9 and 18 hereof 11(d) shall survive any the termination of this Agreement, including termination pursuant to Section 10 or 12 hereof11.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriters, the Company, its subsidiaries and the Company Selling Stockholder contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereofthereof or by or on behalf of the Selling Stockholder, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 87, 9, 11, 12 8 and 18 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 64 and 5, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 64, 5, 8, 9, 11, 11 and 12 and 18 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriters, the Company and the Company Selling Stockholders contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 66 hereof, the indemnity agreements contained in Section 8 hereof and the contribution agreements contained in Section 99 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or thereof, by or on behalf of the Company, any of its officers and directors or any controlling person thereofthereof or by or on behalf of any of the Selling Stockholders, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and Section 2 hereof and the agreements contained in Sections 6, 8, 9, 11, 12 9 and 18 12(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Company and the Company Underwriters contained in this Agreement or in certificates of officers of the Company or any Subsidiaries submitted pursuant hereto, including the agreements contained in Section 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 99 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person Person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 Underwriters and the agreements contained in Sections 6, 8, 9, 11, 12 and 18 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.. ECM Energy Services, Inc. , 2014

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriter and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Section Sections 4 and 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwritersUnderwriter. The representations contained in Section 1 and the agreements contained in Sections 6, 8, 9, 11, 12 10 and 18 11 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriters, the Company and the Company Selling Stockholder contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 64, the indemnity agreements contained in Section 8 6 and the contribution agreements contained in Section 97, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the CompanyCompany or the Selling Stockholder, any of its officers and directors their respective officers, directors, partners or members or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in this Section 11 and Sections 64, 8, 9, 11, 12 6 and 18 7 hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 5 or 12 9 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Initial Purchasers, the Company and the Company Guarantors contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 6Sections 9 and 12(d), the indemnity agreements contained in Section 8 6 and the contribution agreements contained in Section 97, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or the Initial Purchasers, any controlling person thereof thereof, or by or on behalf of the Company, any of its officers and directors the Guarantors or any controlling person thereof, and shall survive delivery of and payment for the Shares Initial Notes to and by the UnderwritersInitial Purchasers. The representations contained in Section 1 5 and the agreements contained in Sections 6, 87, 9, 11, 12 9 and 18 hereof 12(d) shall survive any the termination of this Agreement, including any termination pursuant to Section 10 or 12 hereof12.

Survival of Representations and Agreements. All representations and warranties, covenants covenants, agreements and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers other statements of the Company submitted or its officers and the Underwriters set forth in or made pursuant heretoto this Agreement, including the agreements contained in Section 6Sections 4 and 5, the indemnity agreements contained in Section 8 7 and Section 9 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter the Underwriters or any controlling person thereof or by or on behalf of the Company, any of its officers and directors trustees or any controlling person thereof, and shall survive delivery of and payment for the Shares Securities to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 64, 5, 7, 8, 9, 11, 12 9 and 18 11 hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriters, the Selling Shareholders and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof thereof, by or on behalf of any Selling Shareholder, or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section Sections 1 and 1A and the agreements contained in Sections 65, 87, 9, 11, 12 8 and 18 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 9 or 12 hereof11 hxxxxx.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriters, the Company, the Manager and the Company Selling Shareholder contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 64, the indemnity agreements contained in Section 8 6 and the contribution agreements contained in Section 97, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, the Manager or the Selling Shareholder, any of its officers and directors their respective officers, directors, partners or members or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in this Section 11 and Sections 64, 8, 9, 11, 12 6 and 18 7 hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 5 or 12 9 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Section 64, the indemnity agreements contained in Section 8 6 and the contribution agreements contained in Section 97, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares and Warrants to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 4, 6, 87, 9, 11, 12 9 and 18 10 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Company and the Company Selling Stockholder contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including without limitation the agreements contained in Section Sections 5 and 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter the Underwriters or any controlling person thereof of any Underwriter or by or on behalf of the Company, any of its officers and directors or the Selling Stockholder or any controlling person thereof, and shall survive delivery of the Shares to and payment for the Shares to and by the Underwriters. The representations contained in Section 1 2 and the agreements contained in Sections 5, 6, 8, 9, 11, 12 9 and 18 12(d) hereof shall survive any the termination of this Agreement, Agreement including termination pursuant to Section 10 or 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriter and the Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 97, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwritersUnderwriter. The representations contained in Section 1 and the agreements contained in Sections 65, 87, 9, 11, 12 8 and 18 9(d) hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 9 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Initial Purchasers, the Company and the Company Guarantors contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 6Sections 4(f) and 11(d), the indemnity agreements contained in Section 8 6 and the contribution agreements contained in Section 97, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or either of the Initial Purchasers, any controlling person thereof thereof, or by or on behalf of the Company, any of its officers Company and directors the Guarantors or any controlling person thereof, and shall survive delivery of and payment for the Shares Initial Securities to and by the UnderwritersInitial Purchasers. The representations contained in Section 1 5 and the agreements contained in Sections 4(f), 6, 8, 9, 11, 12 7 and 18 hereof 11(d) shall survive any the termination of this Agreement, including any termination pursuant to Section 10 or 12 hereof11.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriter, the Company and the Company Selling Stockholders contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter or any controlling person thereof or thereof, by or on behalf of the Company, any of its officers and directors or any controlling person thereof, or by or on behalf of any Selling Stockholder or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwritersUnderwriter. The representations contained in Section Sections 1 and 2 and the agreements contained in Sections 6, 8, 9, 11, 12 11 and 18 12(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriters, the Company and the Company Selling Stockholder contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Selling Stockholder, the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 87, 9, 11, 12 8 and 18 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Section 64, the indemnity agreements contained in Section 8 6 and the contribution agreements contained in Section 97, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and Section 2 and the agreements contained in Sections 4, 6, 87, 9, 11, 12 10 and 18 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 8 or 10 or 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section Sections 4, 5 and 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 4, 5, 6, 8, 9, 11, 11 and 12 and 18 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriters, the Selling Stockholders and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereofthereof or any Selling Stockholders, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 87, 9, 11, 12 8 and 18 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Initial Purchasers and the Company Obligors contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including including, without limitation, the agreements contained in Section 6Sections 4 and 5, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter the Initial Purchasers or any controlling person thereof or by or on behalf of the CompanyObligors, any of its their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares Notes to and by the UnderwritersInitial Purchasers. The representations contained in Section 1 and the agreements contained in Sections 65, 8, 9, 11, 12 7 and 18 hereof 8 and this Section 10 shall survive any the termination of this Agreement, including termination Agreement pursuant to Section 10 6, 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations ------------------------------------------ and warranties, covenants and agreements of the Underwriters the Selling Stockholders and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any Selling Stockholder or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 87, 9, 11, 12 8 and 18 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company Issuers contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter the Underwriters or any controlling person thereof or by or on behalf of the CompanyIssuers [and Guarantors], any of its their respective officers and directors or any controlling person thereof, and shall survive delivery of and any payment for the Shares Securities to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 87, 9, 11, 12 8 and 18 11(c) hereof shall survive any the termination of this Agreement, Agreement including termination pursuant to Section 10 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriters, the Company, the Operating Partnership and the Company Manager contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, the Operating Partnership or the Manager, any of its officers and directors their respective officers, directors, partners or members or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 87, 9, 11, 12 8 and 18 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriter and the Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Firm Shares to and by the UnderwritersUnderwriter. The representations contained in Section 1 and the agreements contained in Sections 65, 7, 8, 9, 11, 12 9 and 18 10 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriters, the Selling Stockholder and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including including, without limitation, the agreements contained in Section 65 hereof, the indemnity agreements contained in Section 8 7 hereof and the contribution agreements contained in Section 98 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any Selling Stockholder or any controlling person thereof or by or on behalf of the Company, Company or any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the several Underwriters. The representations contained in Section 1 hereof and the agreements contained in Sections 65, 87, 9, 11, 12 8 and 18 11(d) hereof shall survive any the termination of this Agreement, including termination including, without limitation, pursuant to Section 10 Sections 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriters, the Selling Shareholders and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the representations and warranties contained in Section 1, the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any Selling Shareholder or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the several Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 87, 9, 11, 12 8 and 18 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 Sections 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriters, the Selling Shareholders and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof thereof, by or on behalf of any Selling Shareholder or any controlling person thereof, or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 87, 9, 11, 12 8 and 18 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company PSC contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the CompanyPSC, and any of its officers and directors directors, including each nominee for director named in the Prospectus, or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 87, 9, 11, 12 8 and 18 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriters, the Selling Shareholder and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 6SECTION 5, the indemnity agreements contained in Section 8 SECTION 7 and the contribution agreements contained in Section 9SECTION 8, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling con trolling person thereof or by or on behalf of the Company, any of its officers and directors or the Selling Shareholder or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the several Underwriters. The representations contained in Section SECTION 1 and the agreements contained in Sections 6SECTIONS 5, 87, 9, 11, 12 8 and 18 11(D) hereof shall survive any the termination of this Agreement, Agreement including termination pursuant to Section 10 SECTIONS 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter the Underwriters or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares Securities to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 7, 8, 9, 11, 12 10 and 18 11 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 11 hereof.

Survival of Representations and Agreements. All representations and ------------------------------------------ warranties, covenants and agreements of the Underwriters Underwriters, the Company and the Company Principal Stockholder contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 65 hereof, the indemnity agreements contained in Section 8 7 hereof and the contribution agreements contained in Section 98 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 87, 9, 11, 12 8 and 18 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 9 or 12 Section 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company contained in the Terms Agreement (including the provisions of this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement), including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 97, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares Firm Securities and any Option Securities to and by the Underwriters. The representations contained in Section 1 2 and the agreements contained in Sections 64(e), 84(g), 95, 117, 12 and 18 10(c) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 8 or 10 or 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriter and the Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwritersUnderwriter. The representations contained in Section 1 and the agreements contained in Sections 6, 8, 9, 11, 12 10 and 18 11 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriter and the Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwritersUnderwriter. The representations contained in Section 1 and the agreements contained in Sections 65, 7, 8, 9, 11, 12 9 and 18 10 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers Agreement, including representations of the Company submitted pursuant heretoin Section 1, including the agreements contained in Section 6Sections 4 and 5, the indemnity agreements contained in Section 8 and 7, the contribution agreements contained in Section 98 and the agreements contained in Section 13, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter Underwriters or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, thereof and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 64, 85, 97, 11, 12 8 and 18 13 hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriters, the Company and the Company Selling Shareholders contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 6, the indemnity agreements contained in Section 8 9 and the contribution agreements contained in Section 910, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof thereof, or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, or by or on behalf of any Selling Shareholder and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 Sections l and 2 and the agreements contained in Sections 6, 8, 9, 11, 12 10 and 18 13(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 11 or 12 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriter and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter or any controlling person thereof or by or on behalf of the Company, any of its the officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwritersUnderwriter. The representations contained in Section 1 and the agreements contained in Sections 65, 7, 8, 9, 11, 12 9 and 18 10 through 17 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Agents and the Company contained in this Agency Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 64, the indemnity agreements contained in Section 8 6 and the contribution agreements contained in Section 97, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter Agent or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the UnderwritersAgents. The representations contained in Section 1 and the agreements contained in Sections 4, 6, 87, 9, 11, 12 8 and 18 9 hereof shall survive any termination of this Agency Agreement, including termination pursuant to Section 10 or 12 9 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Company, the Selling Stockholders and the Company Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 67 hereof, the indemnity agreements contained in Section 8 9 hereof and the contribution agreements contained in Section 910 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter the Underwriters or any controlling person thereof or by or on behalf of the Company, the Selling Stockholders or any of its their respective officers and directors or any controlling person thereof, thereof and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section Sections 1 and 2, and the agreements contained in Sections 6, 87, 9, 11, 12 10 and 18 13(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 or 12 13 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Company and the Company Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Section 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 99 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person Person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and 2 hereof and the covenants and agreements contained in Sections 66(b), 6(d), 6(e), 8, 9, 11, 12 this Section 11 and 18 Sections 13 through 22 inclusive hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriters, the Selling Stockholders and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, or any Selling Stockholder and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 87, 9, 11, 12 8 and 18 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 Sections 9, 11 or 12 15 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Company and the Company Underwriters contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 97 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares Holder Firm Units to and by the Underwriters. The representations contained in Section 1 hereof and the covenants and agreements contained in Sections 65, 87, 9this Section 8 and Capital Growth Financial, 11LLC , 12 2006 Page 11 Sections 10, 12, 13 and 18 14 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 9 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Initial Purchasers, the Company and the Company Guarantors contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 6Sections 4(f) and 11(d), the indemnity agreements contained in Section 8 6 and the contribution agreements contained in Section 97, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or an Initial Purchaser, any controlling person thereof thereof, or by or on behalf of the Company, any of its officers and directors the Guarantors or any controlling person thereof, and shall survive delivery of and payment for the Shares Initial Notes to and by the UnderwritersInitial Purchasers. The representations contained in Section 1 5 and the agreements contained in Sections 4(f), 6, 8, 9, 11, 12 7 and 18 hereof 11(d) shall survive any the termination of this Agreement, including any termination pursuant to Section 10 or 12 hereof11.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the U.S. Underwriters and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any U.S. Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors directors, or any controlling person thereofof the Company, and shall survive delivery of and payment for the Shares Stock to and by the U.S. Underwriters. The representations contained in Section 1 and the agreements contained in Sections 6, 8, 9, 11, 12 12(d) and 18 15 hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriters, the Company and the Company Selling Stockholders contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or thereof, by or on behalf of the Company, any of its officers and directors or any controlling person thereofthereof or by or on behalf of any Selling Stockholder, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 87, 9, 11, 12 8 and 18 12(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 9, 10 or 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Company and the Company Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Section 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 99 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person Person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and 2 hereof and the covenants and agreements contained in Sections 66(b), 6(d), 6(e), 8, 9, 11, 12 this Section 11 and 18 Sections 13 through 23 inclusive hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

Survival of Representations and Agreements. All representations and ------------------------------------------ warranties, covenants and agreements of the Underwriters Initial Purchasers and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including including, without limitation, the agreements contained in Section 6Sections 4 and 5, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter the Initial Purchasers or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares Notes to and by the UnderwritersInitial Purchasers. The representations contained in Section 1 and the agreements contained in Sections 65, 8, 9, 11, 12 7 and 18 hereof 8 and this Section 10 shall survive any the termination of this Agreement, including termination pursuant to Section 10 or 12 hereofXxxxxxx 00.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and Underwriters, the Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant heretohereto or thereto, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its their officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 7, 8, 9, 11, 12 10 and 18 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations and ------------------------------------------ warranties, covenants and agreements of the Underwriters and the Company and the Selling Stockholders contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereofthereof or by or on behalf of any of the Selling Stockholders, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and Section 2 hereof and the agreements contained in Sections 6, 8, 9, 11, 12 9 and 18 12(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Initial Purchaser, the Company and the Company Guarantor contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter the Initial Purchaser or any controlling person thereof or by or on behalf of the Company, any of its officers and directors managers or any controlling person thereof, and shall survive delivery of and payment for the Shares Notes to and by the UnderwritersInitial Purchaser. The representations contained in Section 1 Sections 2 and 3(C) and the agreements contained in Sections 6, 8, 9, 11, 12 9 and 18 12(C) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriters, the Selling Shareholders and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof or by or on behalf of the Selling Shareholders or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 87, 9, 11, 12 8 and 18 11 (d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 9 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriters, the Company, the Manager and the Company Selling Stockholders contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 64, the indemnity agreements contained in Section 8 6 and the contribution agreements contained in Section 97, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, the Manager or the Selling Stockholders, any of its officers and directors their respective officers, directors, partners or members or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in this Section 11 and Sections 64, 8, 9, 11, 12 6 and 18 7 hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 5 or 12 9 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriter and the Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Section 65, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares Units to and by the UnderwritersUnderwriter. The representations contained in Section 1 and the agreements contained in Sections 65, 7, 8, 9, 11, 12 9 and 18 10 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants covenants, agreements and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers other statements of the Company submitted or its officers and the Underwriters set forth in or made pursuant heretoto this Agreement, including the agreements contained in Section 6Sections 4 and 5, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter the Underwriters or any controlling person thereof or by or on behalf of the Company, any of its officers and directors trustees or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 64, 85, 97, 11, 12 8 and 18 10 hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Section 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares Securities to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 6, 8, 9, 11, 12 and 18 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriters, the Company and the Company Guarantors contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including including, without limitation, the agreements contained in Section 6SECTIONS 6 and 11(d), the indemnity agreements contained in Section SECTION 8 and the contribution agreements contained in Section SECTION 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors the Guarantors or any controlling person thereof, and shall survive delivery of and payment for the Shares Securities to and by the Underwriters. The representations contained in Section 1 SECTION 5 and the agreements contained in Sections SECTIONS 6, 8, 9, 11, 12 9 and 18 hereof 11(d) shall survive any the termination of this Agreement, including including, without limitation, termination pursuant to Section SECTION 10 or 12 hereof11.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company Guarantor and the Trust contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the representations and warranties contained in Section 1, the agreements contained in Section 6Sections 4 and 5, the indemnity agreements contained in Section 8 7 and the contribution agreements contained in Section 98, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the CompanyGuarantor and the Trust, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares Securities to and by the several Underwriters. The representations contained in Section 1 and the agreements contained in Sections 65, 7, 8, 9, 11, 12 10 and 18 11 hereof shall survive any the termination of this Agreement, Agreement including termination pursuant to Section 10 or 12 11 hereof.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters Underwriters, the Company and the Company Manager contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Section 65 hereof, the indemnity agreements contained in Section 8 7 hereof, and the contribution agreements contained in Section 98 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors directors, the Manager or any controlling person thereofof the Company or the Manager, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 hereof and the agreements contained in Sections 65, 87, 9, 11, 12 9 and 18 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 10 9 or 12 11 hereof.