Indemnification and Survival. Without limitation on any other obligations of the ​ or remedies of the Administrative Agent and ​ under this Guaranty, the ​ shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Administrative Agent and the ​ from and against any and all damages, losses, liabilities and expenses (including the reasonable fees, charges and disbursements of a single domestic firm and, if reasonably requested by the Administrative Agent and approved by the ​, a single foreign firm, of counsel for the Administrative Agent and the ​, unless a conflict exists, in which case, reasonable fees and expenses of reasonably necessary additional counsel for the affected Lender(s) shall be covered) that may be suffered or incurred by the Administrative Agent and ​ in connection with or as a result of any failure of any ​ SA Obligations to be the legal, valid and binding obligations of the Designated Borrower enforceable against the Designated Borrower in accordance with their terms to the extent the Company would be required to do so pursuant to [Section 10.04(b)] of the Credit Agreement. The obligations of the ​ under this paragraph shall survive the payment in full of the ​ SA Obligations and termination of this Guaranty.

All representations and warranties of the Company and the Shareholders contained in this Agreement or in the Transaction Documents or in any certificate delivered pursuant hereto or thereto shall survive the Closing for a period of twenty-four (24) months after the Closing Date, except that the representation and warranties in [Section 5.1.1] and [Section 5.3] shall survive forever and the representations and warranties in [[Section 5.9 and 5.11]1]]1] shall survive until the applicable statute of limitation plus thirty (30) days, and such representations and warranties shall not be deemed waived or otherwise affected by any investigation made or any knowledge acquired with respect thereto. The covenants and agreements of the Company, the Shareholders and the Buyer contained in this Agreement or in the Transaction Documents shall survive the Closing and shall continue until all obligations with respect thereto shall have been performed or satisfied or shall have been terminated in accordance with their terms.

Survival of Representations and Warranties; Indemnification. 15

Section # Survival of Indemnification and Advancement of Expenses 36

Section # Recordation of Deeds ARTICLE VI INDEMNIFICATION [Section 6.01] Survival

Section # Non-Exclusivity; Survival of Rights; Primacy of Indemnification; Subrogation.

Such indemnification obligations shall terminate upon expiration of the applicable Survival Period.

#​’s indemnification obligations under Section 9.3(a) shall terminate upon expiration of the applicable Survival Period.

Survival. Each party’s obligations under this [Section 2.16] shall survive the resignation of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Survival. Each party’s obligations under this [Section 3.5] shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitment and the repayment, satisfaction or discharge of all obligations under this Agreement.