Common use of Enforcement Expenses; Indemnification Clause in Contracts

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Secured Parties for, all its reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersSecured Parties. (ii) Each Guarantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Purchaser for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersPurchaser. (ii) Each Guarantor agrees to pay, and to save the Purchasers Purchaser harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers Purchaser harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers each Purchaser for, all its reasonable and documented out-of-pocket costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable and documented fees and disbursements of external counsel to the Purchaserssuch Purchaser. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (ia) Each The Guarantor agrees to pay, pay or reimburse the Purchasers for, Indenture Trustee for all its costs and expenses incurred in collecting against such the Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a partyAgreement, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersIndenture Trustee. (iib) Each The Guarantor agrees to pay, and to save hold the Purchasers Indenture Trustee harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each The Guarantor agrees to pay, and to save hold the Purchasers Indenture Trustee and each Secured Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company Issuer would be required to do so pursuant to the Purchase AgreementIndenture. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor agrees to pay, pay or reimburse each Lender and the Purchasers for, Administrative Agent for all its costs and reasonable out-of-pocket expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 this Guarantee or otherwise enforcing or preserving any its rights under this Guarantee and the other Transaction Documents to which such Guarantor is a partyGuarantee, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the PurchasersAdministrative Agent. (iib) Each Guarantor agrees to pay, and to save the Purchasers Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iiic) Each Guarantor agrees to pay, and to save the Purchasers Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company Parent Borrower would be required to do so pursuant to Section 10.03 of the Purchase Credit Agreement. (ivd) The agreements in this Section 4.4 shall survive repayment of the Borrower Obligations and all other amounts payable under the Purchase Agreement and the other Transaction DocumentsCredit Agreement.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section 5(d) shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each i. The Guarantor agrees to pay, or reimburse the Purchasers Purchaser for, all its costs and expenses incurred in collecting against such the Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents Agreements to which such the Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersPurchaser. (ii) Each . The Guarantor agrees to pay, and to save the Purchasers Purchaser harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each . The Guarantor agrees to pay, and to save the Purchasers Purchaser harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) . The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction DocumentsAgreements.

Enforcement Expenses; Indemnification. (i) i. Each Guarantor agrees to pay, or reimburse the Purchasers Purchaser for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersPurchaser. (ii) . Each Guarantor agrees to pay, and to save the Purchasers Purchaser harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which that may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) . Each Guarantor agrees to pay, and to save the Purchasers Purchaser harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) . The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Secured Parties for, all its reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersSecured Parties. (ii) Each Guarantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to any of the Purchase AgreementTransaction Documents. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under any of the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Purchaser for, all its reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersPurchaser. (ii) Each Guarantor agrees to pay, and to save the Purchasers Purchaser harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers Purchaser harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Notes, Pledge Agreement or Security Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction DocumentsObligations.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Lender for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersLender. (ii) Each Guarantor agrees to pay, and to save the Purchasers Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers Lender harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Loan Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Loan Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable costs, reasonable expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and expenses to the extent reasonable incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes (not including income taxes) which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor agrees to pay, pay or reimburse each Lender and the Purchasers for, Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the PurchasersAdministrative Agent. (iib) Each Guarantor agrees to pay, and to save the Purchasers Administrative Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement to the extent the Borrower would be required to do so pursuant to subsection 11.5 of the Credit Agreement. (iiic) Each Guarantor agrees to pay, and to save the Purchasers Administrative Agent and the other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company Borrower would be required to do so pursuant to subsection 11.5 of the Purchase Credit Agreement. (ivd) The agreements in this Section 8.4 shall survive termination of the Loan Documents and repayment of the Obligations and all other amounts payable under the Purchase Credit Agreement and the other Transaction Loan Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Secured Parties for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersSecured Parties. (ii) Each Guarantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee guaranty contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee Guaranty and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this GuaranteeGuaranty. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Guaranty to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section 5(d) shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each The Guarantor agrees to pay, or reimburse the Purchasers Lenders for, all its costs and expenses incurred in collecting against such the Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such the Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersLenders. (ii) Each The Guarantor agrees to pay, and to save the Purchasers Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each The Guarantor agrees to pay, and to save the Purchasers Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Purchaser for, all its documented, reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee guaranty contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a partyGuaranty, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersPurchaser. (ii) Each Guarantor agrees to pay, and to save the Purchasers Purchaser harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this GuaranteeGuaranty. (iii) Each Guarantor agrees to pay, and to save the Purchasers Purchaser harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Guaranty to the extent the Company would be required to do so pursuant to the Purchase AgreementNote, except to the extent resulting from the Purchaser’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction no longer subject to appeal. (iv) The agreements in this Section 5(d) shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction DocumentsObligations.

Enforcement Expenses; Indemnification. (ia) Each Guarantor Holdings agrees to pay, pay or reimburse each of the Purchasers for, Lenders and Agents for all its costs and expenses incurred in collecting against such Guarantor Holdings under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Credit Documents to which such Guarantor Holdings is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersAdministrative Agent and of counsel to each of the other Agents and Lenders. (iib) Each Guarantor Holdings agrees to pay, and to save the Purchasers Agents and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor Holdings agrees to pay, and to save the Purchasers Agents and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company Borrower would be required to do so pursuant to subsection 10.5 of the Purchase applicable Credit Agreement. (ivd) The agreements in this Section 5.4 shall survive repayment of the Guaranteed Obligations and all other amounts payable under the Purchase Credit Agreements, this Agreement and the other Transaction Credit Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor agrees to pay, pay or reimburse the Purchasers for, Holders for all its their reasonable costs and expenses incurred in collecting against such the Guarantor under the guarantee guaranty contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee Guaranty and the other Transaction Documents Agreements to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersHolders. (iib) Each Guarantor agrees to pay, and to save the Purchasers Holders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes (other than any taxes based upon any Holder's net income) which may be payable or determined to be payable in connection with any of the transactions contemplated by this GuaranteeGuaranty. (iiic) Each Guarantor agrees to pay, and to save the Purchasers Holders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Guaranty to the extent the Company would be required to do so pursuant to the Purchase AgreementAgreement or the other Agreements. (ivd) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement Notes and the other Transaction DocumentsAgreements.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Purchaser for, all its costs and expenses incurred in collecting against such the Guarantor for amounts owed under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such the Guarantor is a party, including, including without limitation, limitation the reasonable fees and disbursements of counsel to the PurchasersPurchaser. (ii) Each Guarantor agrees to pay, and to save the Purchasers Purchaser harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers Purchaser harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement Agreement, the Note and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Purchaser for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee Guaranty contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee Guaranty and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersPurchaser. (ii) Each Guarantor agrees to pay, and to save the Purchasers Purchaser harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this GuaranteeGuaranty. (iii) Each Guarantor agrees to pay, and to save the Purchasers Purchaser harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Guaranty to the extent the Company Borrower would be required to do so pursuant to the Note Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Note Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Lender for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersLender. (ii) Each Guarantor agrees to pay, and to save the Purchasers Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers Lender harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company UPDA would be required to do so pursuant to the Purchase AgreementLoan Agreements. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement Loan Agreements and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) i. Each Guarantor agrees to pay, or reimburse the Purchasers any Purchaser for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) . Each Guarantor agrees to pay, and to save the Purchasers any Purchaser harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) . Each Guarantor agrees to pay, and to save the Purchasers any Purchaser harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) . The agreements in this Section 5(d) shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement Agreement, the Notes and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, for all its their respective costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its their reasonable and documented costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Guarantee, in each case to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and expenses of the Purchasers incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement and Exchange Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement, Exchange Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its their costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this GuaranteeGuarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Lender for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersLender. (ii) Each Guarantor agrees to pay, and to save the Purchasers Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers Lender harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Security Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor agrees to pay, pay or reimburse the Purchasers for, Collateral Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Credit Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersCollateral Agent. (iib) Each Guarantor agrees to pay, and to save the Purchasers Collateral Agent harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor agrees to pay, and to save the Purchasers Collateral Agent harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company Borrower would be required to do so pursuant to Section 10.05 of any of the Purchase AgreementCredit Agreements. (ivd) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement Credit Agreements and the other Transaction Credit Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Subscribers for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersSubscribers. (ii) Each Guarantor agrees to pay, and to save the Purchasers Subscribers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers Subscribers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and expenses incurred in collecting against such the Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such the Guarantor is a party, including, including without limitation, limitation the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement Agreement, the Notes and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Lender for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersLender. (ii) Each Guarantor agrees to pay, and to save the Purchasers Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers Lender harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Bridge Loan Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Bridge Loan Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Lender for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee Guaranty and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersLender. (ii) Each Guarantor agrees to pay, and to save the Purchasers Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this GuaranteeGuaranty. (iii) Each Guarantor agrees to pay, and to save the Purchasers Lender harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Guaranty to the extent the Company would be required to do so pursuant to the Purchase Loan Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Loan Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor agrees to pay, pay or reimburse the Purchasers for, each Agent and Lender for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to each Lender and of counsel to the PurchasersCollateral Agent. (iib) Each Guarantor agrees to pay, and to save the Purchasers Agents and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with respect to any of the transactions contemplated by this GuaranteeCollateral. (iiic) Each Guarantor agrees to pay, and to save the Purchasers Agents and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company would be required to do so pursuant to subsection 11.5 of the Purchase Credit Agreement. (ivd) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Purchase Credit Agreement and the other Transaction Loan Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Purchaser for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, including without limitation, limitation the reasonable fees and disbursements of counsel to the PurchasersPurchaser. (ii) Each Guarantor agrees to pay, and to save the Purchasers Purchaser harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers Purchaser harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement Agreement, the Note and the other Transaction Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor agrees to pay, pay or reimburse the Purchasers for, Lender for all its reasonable and documented out-of-pocket costs and expenses incurred in collecting against such Guarantor under the guarantee guaranty contained in Section 2 of this Agreement or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor is a party, including, without limitation, including the reasonable fees and disbursements of counsel to the PurchasersLender. (iib) Each Guarantor agrees to pay, and to save the Purchasers Lender harmless from, any and all liabilities with respect to, or resulting from from, any delay in paying, paying any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor agrees to pay, and to save the Purchasers Lender harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company any Borrower would be required to do so pursuant to the Purchase Credit Agreement. (ivd) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all any other amounts payable under the Purchase Credit Agreement and the other Transaction Loan Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor Holdings agrees to pay, pay or reimburse each of the Purchasers for, Lenders and the Agents for all its reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 Holdings or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Credit Documents to which such Guarantor Holdings is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersAdministrative Agent and of counsel to each of the other Agents and Lenders. (iib) Each Guarantor Holdings agrees to pay, and to save the Purchasers Agents and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor Holdings agrees to pay, and to save the Purchasers Agents and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company Holdings would be required to do so pursuant to subsection 10.5 of the Purchase Credit Agreement. (ivd) The agreements in this Section subsection 7.4 shall survive repayment of the Obligations and all other amounts payable under the Purchase Credit Agreement and the other Transaction Credit Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a partyGuarantee, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction DocumentsAgreement.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this This Section 5(d) shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) 1. Each Guarantor Grantor agrees to pay, pay or reimburse the Purchasers for, Trustee for all its reasonable out-of-pocket costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 Grantor or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Collateral Documents to which such Guarantor Grantor is a party, including, without limitation, the reasonable fees and reasonable disbursements of counsel (including the allocated fees and expenses of in-house counsel) to the PurchasersTrustee. (ii) 2. Each Guarantor Grantor agrees to pay, and to save the Purchasers Trustee harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iii) 3. Each Guarantor Grantor agrees to pay, and to save the Purchasers Trustee harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company that such Grantor would be required to do so pursuant to Section 606 of the Purchase AgreementIndenture. (iv) 4. The agreements in this Section VII(D) shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction DocumentsSecured Obligations.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company Borrowers would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each The Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and expenses incurred in collecting against such the Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such the Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each The Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each The Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Purchaser for, all its reasonable and documented costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersPurchaser. (ii) Each Guarantor agrees to pay, and to save the Purchasers Purchaser harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers Purchaser harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor Grantor agrees to pay, or reimburse each Secured Party and the Purchasers Agent for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Documents to which such Guarantor is a partyLoan Documents, including, without limitation, including the reasonable fees and disbursements of counsel (including the out-of-pocket expenses of in-house counsel) to each Secured Party and of counsel to the PurchasersAgent. (iib) Each Guarantor Grantor agrees to pay, and to save the Purchasers Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor Grantor agrees to pay, and to save the Purchasers Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcementperformance, performance and administration or enforcement of this Guarantee Agreement to the extent the Company Borrower would be required to do so pursuant to Section 9.5 of the Purchase Credit Agreement. (ivd) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Credit Agreement and the other Transaction Loan Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor Grantor agrees to pay, pay or reimburse each Holder and the Purchasers for, Trustee for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Indenture Documents to which such Guarantor Grantor is a party, including, without limitation, including the reasonable fees and disbursements of one firm of counsel (together with any special and local counsel) to the PurchasersTrustee. (iib) Each Guarantor Grantor agrees to pay, and to save the Purchasers Trustee and the Holders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with respect to any of the transactions contemplated by this GuaranteeCollateral. (iiic) Each Guarantor Grantor agrees to pay, and to save the Purchasers Trustee and the Holders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company would be required to do so pursuant to Section 7.07 of the Purchase AgreementIndenture. (ivd) The agreements in this Section 9.4 shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement Indenture and the other Transaction Indenture Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor agrees to pay, pay or reimburse each Lender and the Purchasers for, Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee guaranty contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the PurchasersAdministrative Agent. (iib) Each Guarantor agrees to pay, and to save the Purchasers Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor agrees to pay, and to save the Purchasers Administrative Agent and the Lenders harmless from, from any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, costs and expenses or disbursements of any kind or nature whatsoever in connection with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company Borrower would be required to do so pursuant to Section 13.2 of the Purchase Credit Agreement. (ivd) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Purchase Credit Agreement and the other Transaction Loan Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Secured Parties for, all its reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 hereof or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersSecured Parties. (ii) Each Guarantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable and documented fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Purchaser for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a partyGuarantee, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersPurchaser. (ii) Each Guarantor agrees to pay, and to save the Purchasers Purchaser harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers Purchaser harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Restructuring Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction DocumentsObligations.

Enforcement Expenses; Indemnification. (ia) Each Guarantor agrees to pay, pay or reimburse the Purchasers for, Collateral Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in collecting against such Guarantor under the guarantee guaranty contained in Section 2 of this Agreement or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor is a party, including, without limitation, including the reasonable fees and disbursements of counsel to the PurchasersCollateral Agent. (iib) Each Guarantor agrees to pay, and to save the Purchasers Collateral Agent harmless from, any and all liabilities with respect to, or resulting from from, any delay in paying, paying any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor agrees to pay, and to save the Purchasers Collateral Agent harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company any Borrower would be required to do so pursuant to the Purchase Credit Agreement. (ivd) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all any other amounts payable under the Purchase Credit Agreement and the other Transaction Loan Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor agrees to pay, pay or reimburse the Purchasers for, Collateral Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersCollateral Agent. (iib) Each Guarantor agrees to pay, and to save the Purchasers Collateral Agent harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor agrees to pay, and to save the Purchasers Collateral Agent harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company Borrower would be required to do so pursuant to Section 9.05 of any of the Purchase AgreementCredit Agreements. (ivd) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement Credit Agreements and the other Transaction Loan Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Purchaser for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, including without limitation, limitation the reasonable fees and disbursements of counsel to the PurchasersPurchaser. (ii) Each Guarantor agrees to pay, and to save the Purchasers Purchaser harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers Purchaser harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement Agreement, the Note and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Exchange Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Exchange Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each The Guarantor agrees agree to pay, or reimburse the Purchasers for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersPurchaser. (ii) Each The Guarantor agrees agree to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each The Guarantor agrees agree to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Notes, Pledge Agreement or Security Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction DocumentsObligations.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the any other Transaction Documents Document to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes (other than revenue or income based taxes) which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction DocumentsObligations.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Subscription Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Subscription Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor The Issuer agrees to pay, pay or reimburse the Purchasers for, Collateral Agent for all of its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise connection with enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Documents to which such Guarantor is a party(including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding), including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersCollateral Agent. (iib) Each Guarantor The Issuer agrees to pay, and to save the Purchasers Collateral Agent harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor The Issuer agrees to pay, and to save the Purchasers Collateral Agent harmless from, from any and all liabilities, obligations, losses, damages, penalties, costs and expenses in connection with actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent that the Company Issuer would be required to do so pursuant to Section 15 of the Purchase Agreement. (ivd) The agreements in this Section 7.4 shall survive repayment of the Obligations and all other amounts payable under the Purchase termination of this Agreement and the and/or any other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment satisfaction of the Obligations and repayment of all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each The Guarantor agrees to pay, or reimburse the Purchasers Lenders for, all its costs and expenses incurred in collecting against such the Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such the Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersLenders. (ii) Each The Guarantor agrees to pay, and to save the Purchasers Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each The Guarantor agrees to pay, and to save the Purchasers Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section 5(d) shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each The Guarantor agrees agree to pay, or reimburse the Purchasers Purchaser for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersPurchaser. (ii) Each The Guarantor agrees agree to pay, and to save the Purchasers Purchaser harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each The Guarantor agrees agree to pay, and to save the Purchasers Purchaser harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Notes, Pledge Agreement or Security Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction DocumentsObligations.

Enforcement Expenses; Indemnification. (ia) Each Guarantor agrees to pay, pay or reimburse the Purchasers for, Holders for all its their reasonable costs and expenses incurred in collecting against such the Guarantor under the guarantee guaranty contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee Guaranty and the other Transaction Documents Agreements to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersHolders. (iib) Each Guarantor agrees to pay, and to save the Purchasers Holders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes (other than any taxes based upon any Holder’s net income) which may be payable or determined to be payable in connection with any of the transactions contemplated by this GuaranteeGuaranty. (iiic) Each Guarantor agrees to pay, and to save the Purchasers Holders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Guaranty to the extent the Company would be required to do so pursuant to the Purchase AgreementAgreement or the other Agreements. (ivd) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement Notes and the other Transaction DocumentsAgreements.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Holders for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersHolders. (ii) Each Guarantor agrees to pay, and to save the Purchasers Holders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers Holders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction DocumentsObligations.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Secured Parties for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersSecured Parties. (ii) Each Guarantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Security Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Security Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents. (v) Any and all obligations pursuant to this Section 5(d) shall be paid in accordance with the terms of the Intercreditor Agreement.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Buyer for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersBuyer. (ii) Each Guarantor agrees to pay, and to save the Purchasers Buyer harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers Buyer harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Investors for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersInvestors. (ii) Each Guarantor agrees to pay, and to save the Purchasers Investors harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers Investors harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase AgreementSPA. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement SPA and the other Transaction Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor agrees to pay, pay or reimburse the Purchasers for, Collateral Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Credit Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersCollateral Agent. (iib) Each Guarantor agrees to pay, and to save the Purchasers Collateral Agent harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor agrees to pay, and to save the Purchasers Collateral Agent harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company Borrower would be required to do so pursuant to Section 11.05 of the Purchase L/C Agreement and Section 10.05 of the ESD Agreement. (ivd) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement Credit Agreements and the other Transaction Credit Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a partyGuarantee, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction DocumentsObligations.

Enforcement Expenses; Indemnification. (ia) Each Guarantor agrees to pay, or reimburse the Purchasers for, each Secured Party for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchaserseach Secured Party. (iib) Each Guarantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company Borrower would be required to do so pursuant to Section 11.5 of the Purchase Credit Agreement. (ivd) The agreements in this Section shall survive repayment of the First Lien Obligations and all other amounts payable under the Purchase Credit Agreement and the other Transaction Loan Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, including without limitation, limitation the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement Agreement, the Notes and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Holders for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee guaranty contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee Guaranty and the other Transaction Documents to which such Guarantor is a party, including, including without limitation, limitation the reasonable fees and disbursements of counsel to the PurchasersHolders. (ii) Each Guarantor agrees to pay, and to save the Purchasers Holders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this GuaranteeGuaranty. (iii) Each Guarantor agrees to pay, and to save the Purchasers Holders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Guaranty to the extent the Company would be required to do so pursuant to the Purchase Exchange Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement Exchange Agreement, the Notes and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Investors for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee Guaranty and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersInvestors. (ii) Each Guarantor agrees to pay, and to save the Purchasers Investors harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this GuaranteeGuaranty. (iii) Each Guarantor agrees to pay, and to save the Purchasers Investors harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Guaranty to the extent theextent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Purchaser for, all its costs and expenses incurred in collecting against such the Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such the Guarantor is a party, including, including without limitation, limitation the reasonable fees and disbursements of counsel to the PurchasersPurchaser. (ii) Each Guarantor agrees to pay, and to save the Purchasers Purchaser harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers Purchaser harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement Agreement, the Note and the other Transaction Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor The Parent agrees to pay, or reimburse the Purchasers Lenders for, all its costs and expenses incurred after the occurrence and during the continuace of an Event of Default in collecting against such Guarantor the Parent under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Loan Documents to which such Guarantor the Parent is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersLenders. (iib) Each Guarantor The Parent agrees to pay, and to save the Purchasers Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iiic) Each Guarantor The Parent agrees to pay, and to save the Purchasers Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company any Subsidiary would be required to do so pursuant to the Purchase Loan Agreement. (ivd) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Loan Agreement and the other Transaction Loan Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of one counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor agrees to pay, or reimburse the Purchasers Lenders for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersLenders. (iib) Each Guarantor agrees to pay, and to save the Purchasers Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iiic) Each Guarantor agrees to pay, and to save the Purchasers Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company Subsidiary would be required to do so pursuant to the Purchase Subscription Agreement. (ivd) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Subscription Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (iib) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iiic) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (ivd) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Secured Parties for, all its reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersSecured Parties. (ii) Each Guarantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section 5(d) shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each The Guarantor agrees to pay, or reimburse the Purchasers Purchaser for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersPurchaser. (ii) Each The Guarantor agrees to pay, and to save the Purchasers Purchaser harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each The Guarantor agrees to pay, and to save the Purchasers Purchaser harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Notes, Pledge Agreement or Security Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction DocumentsObligations.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Agent, on behalf of the Purchasers, for, all its reimbursable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersAgent. (ii) Each Guarantor agrees to pay, and to save the Agent and Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its their costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Purchaser for, all its reasonable and documented out-of-pocket costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable and documented fees and disbursements of external counsel to the PurchasersPurchaser. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor agrees to pay, or reimburse the Purchasers Lenders for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersLenders. (iib) Each Guarantor agrees to pay, and to save the Purchasers Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iiic) Each Guarantor agrees to pay, and to save the Purchasers Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company Borrower would be required to do so pursuant to Section 9.5 of the Purchase Loan Agreement. (ivd) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Loan Agreement and the other Transaction Loan Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Subscription Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Subscription Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor agrees to pay, or reimburse the Purchasers for, each Secured Party for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchaserseach Secured Party. (iib) Each Guarantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company Borrower would be required to do so pursuant to Section 11.5 of the Purchase Second Lien Credit Agreement. (ivd) The agreements in this Section shall survive the repayment of the Second Lien Obligations and all other amounts payable under the Purchase Second Lien Credit Agreement and the other Transaction Loan Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase AgreementAgreements. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement Agreements and the other Transaction Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor agrees to pay, pay or reimburse the Purchasers for, Secured Party for all its reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section ARTICLE 2 or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersSecured Party. (iib) Each The Company and each Guarantor agrees to pay, and to save the Purchasers Secured Party harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each The Company and each Guarantor agrees to pay, and to save the Purchasers Secured Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company would be required to do so pursuant to the Purchase AgreementSenior Secured Note. (ivd) The agreements in this Section 9.4 shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement Senior Secured Note and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each The Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and expenses incurred in collecting against such the Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such the Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each The Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable by the Company in connection with any of the transactions contemplated by this Guarantee. (iii) Each The Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers Lender for, all its reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersLender. (ii) Each Guarantor agrees to pay, and to save the Purchasers Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers Lender harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Conversion Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Conversion Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor agrees to pay, or reimburse the Purchasers for, each Secured Party for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchaserseach Secured Party. (iib) Each Guarantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor agrees to pay, and to save the Purchasers Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company Borrower would be required to do so pursuant to Section 11.5 of the Purchase Credit Agreement. (ivd) The agreements in this Section shall survive repayment of the Secured Obligations and all other amounts payable under the Purchase Credit Agreement and the other Transaction Loan Documents.

Enforcement Expenses; Indemnification. (ia) Each Guarantor ------------------------------------- agrees to pay, pay or reimburse the Purchasers for, Lender for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee Agreement and the other Transaction Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersLender. (iib) Each Guarantor agrees to pay, and to save the Purchasers Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this GuaranteeAgreement. (iiic) Each Guarantor agrees to pay, and to save the Purchasers Lender harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee Agreement to the extent the Company Borrower would be required to do so pursuant to subsection 8.5 of the Purchase Credit Agreement. (ivd) The agreements in this Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Purchase Credit Agreement and the other Transaction Loan Documents.

Enforcement Expenses; Indemnification. (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers. (ii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iii) Each Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement. (iv) The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

Enforcement Expenses; Indemnification. (ia) (a) Each --------------------- Guarantor agrees to pay, or reimburse the Purchasers Investor for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the PurchasersInvestor. (iib) Each Guarantor agrees to pay, and to save the Purchasers Investor harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee. (iiic) Each Guarantor agrees to pay, and to save the Purchasers Investor harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Exchange Agreement. (ivd) The agreements in this Section shall survive repayment of the Obligations obligations and all other amounts payable under the Purchase Exchange Agreement and the other Transaction Documents.