Survival of Representations, Warranties and Agreements. The representations, warranties and agreements contained herein shall survive the delivery of, and payment for, the securities.

Survival. The representations, warranties, agreements and covenants shall survive the Closing. Each Buyer shall be responsible only for its own representations, warranties, agreements and covenants hereunder.

Section # Survival of Representations and Warranties. All representations, warranties, covenants and agreements in this Agreement shall not survive the Effective Time or the termination of this Agreement.

Survival of Agreements. All covenants, agreements, representations and warranties made herein shall survive the execution and the delivery of Loan Documents. All statements contained in any certificate or other instrument delivered by Borrowers hereunder shall be deemed to constitute representations and warranties by Borrowers.

#Survival of Representations and Warranties

SECTION # SURVIVAL OF REPRESENTATIONS AND WARRANTIES

Effectiveness of Representations; Survival. Each party is entitled to rely on the representations, warranties and agreements of each of the other parties and all such representation, warranties and agreement will be effective regardless of any investigation that any party has undertaken or failed to undertake. Unless otherwise stated in this Agreement the representations, warranties and agreements will survive the Closing and continue in full force and effect until one (1) year after the Closing, except for instances of fraud, which shall survive indefinitely.

. With the exception of the representations and warranties set forth in Sections 4.1–4.4, 4.7, 5.1–5.4 and 5.6, which shall survive indefinitely, the representations and warranties of the Parties in Article 4 and Article 5 shall terminate on the first anniversary of the Closing Date. The remainder of the covenants and agreements provided for in this Agreement shall survive Closing and the delivery of the Deed until fully performed. Each of the survival periods specified in this Section 9.6 is referred to as a “Survival Period.” Representations, warranties, covenants and agreements shall be of no further force and effect after the expiration of their Survival Period, provided that there shall be no termination of any bona fide claim for indemnification asserted pursuant to this Agreement with respect to the breach of such a representation, warranty, covenant or agreement on or before the expiration of its Survival Period.

SECTION # Survival of Representations and Warranties 122118

Survival of Representations, Warranties and Agreements; Third Party Beneficiary. Notwithstanding any investigation made by any party to this Agreement or by the Placement Agent, all covenants, agreements, representations and warranties made by ​ and ​ herein and, with respect to ​, in the Placement Agreement, will survive the execution of this Agreement, the delivery to ​ of the Securities being purchased and the payment therefor.