Common use of Enforcement Expenses; Indemnification Clause in Contracts

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor agrees to pay or reimburse the Secured Party for all its costs and expenses incurred in enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Subsidiary Grantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to the Secured Party. (b) Each Subsidiary Grantor agrees to pay, and to save the 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 Agreement. (c) Each Subsidiary Grantor agrees to pay, and to save the 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured Party.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay pay, or reimburse the each Secured Party for and the 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 Agreement and the other Loan Documents to which such Subsidiary Grantor 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 Secured Party and of counsel to the Secured PartyAdministrative Agent. (b) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and the Secured Party 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and the Secured Party 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Agreement Party agrees to pay or reimburse the each Secured Party for all its reasonable costs and expenses incurred in collecting against such Agreement Party under the guarantee contained in Section 2 or otherwise in enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Subsidiary Grantor Agreement Party is a partyparty (but limited in the case of legal fees and expenses, including, without limitation, to the reasonable fees out-of-pocket documented fees, disbursements and disbursements charges of one counsel (including of the allocated fees Administrative Agent and expenses of in-house counsel) to the Secured PartyParties, taken as a whole, and if necessary, of one local counsel in any relevant material jurisdiction to such persons, taken as a whole). (b) Each Subsidiary Grantor Agreement Party agrees to pay, and to save hold the Secured Party Parties harmless from, any and all liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever 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 Agreement. (c) Each Subsidiary Grantor Agreement Party agrees to pay, and to save hold the Secured Party 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 9.05 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyTermination Date.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor ------------------------------------- agrees to pay or reimburse each Lender and the Secured Party 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 Agreement and the other Loan Documents to which such Subsidiary Grantor 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 Secured PartyAdministrative Agent. (b) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Secured Party 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Secured Party 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 subsection 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (ai) Each Subsidiary Grantor Guarantor agrees to pay pay, or reimburse the Secured Party for 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 Agreement Guarantee and the other Loan Documents Security Agreement to which such Subsidiary Grantor 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 the Secured PartyHolders. (bii) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Secured Party 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 with respect to any of the Collateral or in connection with any of the transactions contemplated by this AgreementGuarantee. (ciii) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Secured Party 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 of the Credit AgreementGuarantee. (div) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyObligations.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay or reimburse the each Secured Party and the Administrative Agent 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 Agreement and the other Loan Documents to which such Subsidiary Grantor 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 Secured Party and of counsel to the Secured PartyAdministrative Agent. (b) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and the Secured Party 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and the Secured Party 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor agrees to pay pay, or reimburse the each Secured Party for and the Collateral Trustee for, all its costs and expenses incurred in enforcing or preserving any rights under this Agreement and the other Loan Parity Lien Debt Documents to which such Subsidiary Grantor 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 Secured Party and of counsel to the Secured PartyCollateral Trustee. (b) Each Subsidiary Grantor Grantor, jointly and severally, agrees to pay, and to save the Collateral Trustee and the Secured Party 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 Agreement. (c) Each Subsidiary Grantor Grantor, jointly and severally, agrees to pay, and to save the Collateral Trustee and the Secured Party 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 Agreement to the extent the Borrower Company would be required to do so pursuant to Section 11.6 7.12 of the Credit Collateral Trust Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement Indenture and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyParity Lien Debt Documents.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Pledgor agrees to pay or reimburse the Secured Party for all its costs and expenses incurred in collecting against Pledgor or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Subsidiary Grantor is a partyAgreement, including, without limitation, the reasonable fees and disbursements of counsel counsel, (including the allocated fees and expenses of in-house counsel) to the Secured Party and of counsel to Secured Party. (b) Each Subsidiary Grantor Pledgor agrees to pay, and to save the hold 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 Agreement. (c) Each Subsidiary Grantor Pledgor agrees to pay, and to save the hold 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyNote.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay pay, or reimburse the each Secured Party for and the 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 Agreement and the other Loan Documents to which such Subsidiary Grantor 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 Secured Party and of counsel to the Secured PartyAdministrative Agent. (b) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and the Secured Party 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and the Secured Party 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 9.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay or reimburse the Administrative Agent and each other Secured Party for all its costs and expenses incurred in collecting against such Guarantor under the guaranty contained in Section 2 of this Agreement or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Subsidiary Grantor Guarantor is a party, including, without limitation, including the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to the Administrative Agent and of counsel to each other Secured Party, to the extent required by Section 10.5(a) of the Credit Agreement. (b) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and each other 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and each other 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all any other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Pledgor agrees to pay or reimburse the Secured Party for any and all its costs reasonable and documented out of pocket expenses incurred in enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Subsidiary Grantor is a party, including, without limitation, the (including all reasonable fees and disbursements of one primary counsel (including and one local counsel in each relevant jurisdiction) that may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the allocated fees and expenses of in-house counsel) to the Secured PartyObligations and/or enforcing any rights with respect to, or collecting against, such Pledgor under this Pledge Agreement. (b) Each Subsidiary Grantor Pledgor agrees to pay, and to save the Collateral Agent and the Secured Party 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 that 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 Pledge Agreement. (c) Each Subsidiary Grantor Pledgor agrees to pay, and to save the Collateral Agent and the Secured Party 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 Pledge Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 13.5 of the Credit Agreement. (d) The agreements in this Section 8.4 28 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyCredit Documents.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor agrees to pay pay, indemnify against or reimburse the each Secured Party and the Agent for all its costs and expenses incurred in enforcing or preserving any rights under this Agreement and the other Loan Noteholder Documents to which such Subsidiary Grantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to the Agent and the Secured PartyParties. (b) Each Subsidiary Grantor agrees to pay, and to save the Agent and the Secured Party 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 Agreement. (c) Each Subsidiary Grantor agrees to pay, and to save the Agent and the Secured Party 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 Agreement to the extent the Borrower Issuer would be required to do so pursuant to Section 11.6 7.07 of the Credit AgreementIndenture except those resulting from the Agent’s or any Secured Party’s willful misconduct or gross negligence. (d) The agreements in this Section 8.4 8.04 shall survive repayment of the Secured Obligations and all other amounts payable under Obligations, termination of the Credit Agreement and the other Loan Noteholder Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured Partythe Agent.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Wynn Resorts agrees to pay or reimburse the each Secured Party for all its costs and expenses incurred in collecting against Wynn Resorts under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Subsidiary Grantor is a partyAgreement, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees to each Secured Party and expenses of in-house counsel) counsel to the Secured PartyAdministrative Agent. (b) Each Subsidiary Grantor Wynn Resorts agrees to pay, and to save the 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 Agreement. (c) Each Subsidiary Grantor agrees to pay, and to save the Secured Party 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 10.5 of the Credit Agreement. (dc) The agreements in this Section 8.4 6.4 shall survive repayment of the Secured Borrower Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents Documents. (d) Wynn Resorts agrees that the provisions of Section 2.20 of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis, and each Secured Party shall survive, be entitled to rely on each of them as to the Secured Party, the resignation or removal of such Secured Partyif they were fully set forth herein.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay or reimburse the Administrative Agent and each other Secured Party for all its costs and expenses incurred in collecting against such Guarantor under the guaranty contained in Section 2 of this Agreement or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Subsidiary Grantor Guarantor is a party, including, without limitation, including the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to the Administrative Agent and of counsel to each other Secured Party. (b) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and each other 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and each other 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 Agreement to the extent the Borrower Borrowers would be required to do so pursuant to Section 11.6 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all any other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay or reimburse the Administrative Agent and each other Secured Party for all its reasonable out-of-pocket costs and expenses incurred in collecting against such Guarantor under the guaranty contained in Section 2 of this Agreement or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Subsidiary Grantor Guarantor is a party, including, without limitation, including the reasonable fees and disbursements of one primary counsel (including the allocated fees and expenses of in-house counsel) to the Administrative Agent and the Secured PartyParties. (b) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and each other 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and each other Secured Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable and documented out-of-pocket costs and expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower Borrowers would be required to do so pursuant to Section 11.6 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all any other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor agrees to pay or reimburse the each Secured Party for all its reasonable costs and expenses incurred in collecting against such Grantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Subsidiary Grantor is a party, including, without limitation, including the reasonable fees and disbursements of counsel (including the allocated fees to each Secured Party and expenses of in-house counsel) counsel to the Secured PartyAdministrative Agent. (b) Each Subsidiary Grantor agrees to pay, and to save hold the Secured Party Parties harmless from, any and all liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever 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 Agreement. (c) Each Subsidiary Grantor agrees to pay, and to save hold the Secured Party 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 9.05 of the First Lien Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the First Lien Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay or reimburse the each Secured Party and the Administrative Agent for all its reasonable 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 Agreement and the other Loan Financing Documents to which such Subsidiary Grantor 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 the Secured PartyAdministrative Agent. (b) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and the other Secured Party 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and the other Secured Party Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, judgments and suits and related reasonable out-of-pocket expenses or disbursements (including Attorney Costs) of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 9.5 of the Credit Term Loan Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Term Loan Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyFinancing Documents.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Borrower agrees to pay or reimburse the Collateral Agent and each other Secured Party for all its costs and expenses incurred in collecting against such Borrower its Secured Obligations or otherwise enforcing or preserving any rights under this Agreement and the other Loan Transaction Documents to which such Subsidiary Grantor Borrower is a party, including, without limitation, including the reasonable fees and disbursements other charges of counsel (including such as the allocated fees and expenses of in-house counsel) to the Collateral Agent or such Secured Party. (b) Each Subsidiary Grantor Borrower agrees to pay, indemnify and to save hold the Collateral Agent and each other Secured Party harmless from, from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or and other similar taxes which that 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 Agreement. (c) Each Subsidiary Grantor Borrower agrees to pay, indemnify and to save hold the Collateral Agent and the other Secured Party Parties and the other Indemnitees harmless from, from any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever Indemnified Liabilities and claims with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower Company would be required to do so pursuant to Section 11.6 8 of the Credit TC&F Agreement. (d) The agreements in this Section 8.4 9.4 shall survive the termination of this Agreement and the repayment of the Secured Obligations and all other amounts payable under the Credit Agreement TC&F Agreement, the Notes and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyTransaction Documents.

Enforcement Expenses; Indemnification. (ai) Each Subsidiary Grantor Guarantor agrees to pay pay, or reimburse the Collateral Agent and the Secured Party for Parties for, all its their 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 Agreement Guaranty and the other Loan Transaction Documents to which such Subsidiary Grantor Guarantor is a party, including, without limitation, the reasonable and documented out-of-pocket fees and disbursements of external counsel (including the allocated fees and expenses of in-house counsel) to the Collateral Agent and the Secured PartyParties. (bii) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Collateral Agent and the Secured Party 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 AgreementGuaranty. (ciii) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Collateral Agent and the Secured Party 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 Agreement Guaranty, in each case to the extent the Borrower Company would be required to do so pursuant to Section 11.6 of the Credit AgreementDebentures. (div) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Purchase Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyTransaction Documents.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay pay, or reimburse the each Secured Party for and the 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 Agreement and the other Loan Documents to which such Subsidiary Grantor 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 Secured PartyAdministrative Agent. (b) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and the Secured Party 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and the Secured Party 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and Agreement, the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartySwap Related L/Cs.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay pay, or reimburse the each Secured Party for and the 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 Agreement and the other Loan Documents to which such Subsidiary Grantor 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 Secured PartyAdministrative Agent. (b) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and the Secured Party 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and the Secured Party 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 9.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor agrees to pay or reimburse the each Secured Party for all its costs and expenses incurred in collecting against such Grantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Subsidiary Grantor is a party, including, without limitation, including the reasonable fees and disbursements of counsel (including the allocated fees to each Secured Party and expenses of in-house counsel) counsel to the Secured PartyCollateral Agent. (b) Each Subsidiary Grantor agrees to pay, and to save hold the Secured Party Parties harmless from, any and all liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever 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 Pledged Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Subsidiary Grantor agrees to pay, and to save hold the Secured Party 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 9.05 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay pay, or reimburse the each Secured Party for and the 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 Agreement and the other Loan Documents to which such Subsidiary Grantor Guarantor is a party, including, without limitation, the reasonable fees and disbursements of primary counsel (including the allocated fees and expenses of in-house counsel) to the Secured PartyParties and the Administrative Agent (including local counsel in each jurisdiction deemed necessary by the Administrative Agent). (b) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and the Secured Party 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and the Secured Party 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Loan Party agrees to pay or reimburse the each Secured Party for all its costs and expenses incurred in collecting against such Loan Party under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Subsidiary Grantor Loan Party 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 Secured Party and of counsel to the Secured PartyAdministrative Agent. (b) Each Subsidiary Grantor Loan Party agrees to pay, and to save the Secured Party 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 Agreement. (c) Each Subsidiary Grantor Loan Party agrees to pay, and to save the Secured Party 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 Agreement to the extent the Borrower Borrowers would be required to do so pursuant to Section 11.6 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents Documents. (e) Each Loan Party agrees that the provisions of Section 2.20 of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis, and each Secured Party shall survive, be entitled to rely on each of them as to the Secured Party, the resignation or removal of such Secured Partyif they were fully set forth herein.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay or reimburse the Collateral Agent and each other 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 Agreement and the other Loan Documents to which such Subsidiary Grantor 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 the Collateral Agent and of counsel to each other Secured Party. (b) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Collateral Agent and the other Secured Party 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Collateral Agent and the other Secured Party 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 9.3 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor agrees to pay or reimburse the Secured Party Administrative Agent and each Lender for all its their respective reasonable out-of-pocket costs and expenses incurred in enforcing or preserving any rights under this Agreement and the other Loan Documents Security Instruments to which such Subsidiary Grantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to the Secured PartyAdministrative Agent, in each case, to the same extent the Company would be required to do so pursuant to Section 10.4 of the Loan Agreement. (b) Each Subsidiary Grantor agrees to pay, and to indemnify and save the Administrative Agent and the other Secured Party 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 Agreement. (c) Each Subsidiary Grantor agrees to pay, and to indemnify and save the Administrative Agent and the other Secured Party 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 Agreement to the same extent the Borrower Company would be required to do so pursuant to Section 11.6 10.7 of the Credit Loan Agreement. (d) The agreements in this Section 8.4 8.5 shall survive repayment (and the Exchange) of the Secured Obligations and all other amounts payable under the Credit Loan Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartySecurity Instruments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay or reimburse the Administrative Agent and each other Secured Party for all its costs and expenses incurred in collecting against such Guarantor under the guaranty contained in Section 2 of this Agreement or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Subsidiary Grantor Guarantor is a party, including, without limitation, including the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to the Administrative Agent and of counsel to each other Secured Party. (b) Each Subsidiary Grantor agrees to pay, and to save the Administrative Agent and each other 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and each other 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all any other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor The US Borrower and each Guarantor agrees to pay pay, or reimburse the each Secured Party for and the Administrative Agent for, all its costs and out of pocket expenses incurred in collecting against the US Borrower or such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which the US Borrower or such Subsidiary Grantor Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees to each Secured Party and expenses of in-house counsel) counsel to the Secured PartyAdministrative Agent. (b) Each Subsidiary Grantor agrees to pay, and to save the Administrative Agent and the Secured Party 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Agents and the Secured Party 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 Agreement to the extent the Borrower Borrowers would be required to do so pursuant to Section 11.6 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay or reimburse each Lender and the Secured Party Administrative Agent (in the case of each Lender, after the occurrence and during the continuance of an Event of Default) 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 Agreement and the other Loan Documents to which such Subsidiary Grantor Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees to each Secured Party and expenses of in-house counsel) counsel to the Secured PartyAdministrative Agent. (b) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Secured Party 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Secured Party 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 9.03 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay pay, or reimburse the each Secured Party for and the 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 Agreement Guaranty and the other Loan Documents to which such Subsidiary Grantor 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 Secured Party and of counsel to the Secured PartyAdministrative Agent. (b) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and the Secured Party 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 AgreementGuaranty. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and the Secured Party 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 Agreement Guaranty to the extent the Borrower would be required to do so pursuant to Section 11.6 9.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay pay, or reimburse the each Secured Party for and each Designated 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 Agreement and the other Loan Documents to which such Subsidiary Grantor 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 the each Secured PartyParty and of counsel to each Designated Agent. (b) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Designated Agents and the Secured Party 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Designated Agents and the Secured Party 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay or reimburse the Administrative Agent and each other Secured Party for all its costs and expenses incurred in collecting against such Guarantor under the guaranty contained in Section 2 of this Agreement or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Subsidiary Grantor 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 the Administrative Agent and of counsel to each other Secured Party. (b) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and each other 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and each other 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all any other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay or reimburse each Lender and the Secured Party 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 Agreement and the other Loan Documents to which such Subsidiary Grantor 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 Secured PartyAdministrative Agent. (b) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Secured Party 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Secured Party 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 subsection 9.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay pay, or reimburse the each Secured Party for and the 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 Agreement and the other Loan Documents to which such Subsidiary Grantor 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 Secured Party and of counsel to the Secured PartyAdministrative Agent. (b) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and the Secured Party 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and the Secured Party 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 11.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Wynn Resorts agrees to pay or reimburse the each Secured Party for all its costs and expenses incurred in collecting against Wynn Resorts under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Subsidiary Grantor is a partyAgreement, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees to each Secured Party and expenses of in-house counsel) counsel to the Secured PartyCollateral Agent. (b) Each Subsidiary Grantor Wynn Resorts agrees to pay, and to save the 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 Agreement. (c) Each Subsidiary Grantor agrees to pay, and to save the Secured Party 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 12 of the Credit Loan Agreement. (dc) The agreements in this Section 8.4 6.4 shall survive repayment of the Secured Borrower Obligations and all other amounts payable under the Credit Loan Agreement and the other Loan Documents Documents. (d) Wynn Resorts agrees that the provisions of Section 12.2 of the Loan Agreement are hereby incorporated herein by reference, mutatis mutandis, and each Secured Party shall survive, be entitled to rely on each of them as to the Secured Party, the resignation or removal of such Secured Partyif they were fully set forth herein.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay pay, or reimburse the each Secured Party for and the 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 Agreement and the other Loan Documents to which such Subsidiary Grantor Guarantor is a party, including, without limitation, the reasonable fees and disbursements and other charges of one counsel (including the allocated fees and expenses of in-house counsel) to the Administrative Agent and the other Secured PartyParties and, if reasonably necessary, one local counsel in any relevant jurisdiction. (b) Each Subsidiary Grantor agrees to pay, and to save the Administrative Agent and the Secured Party 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 Agreement. (c) Each Subsidiary Grantor agrees to pay, and to save the Administrative Agent and the Secured Party 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay or reimburse the Administrative Agent and each other Secured Party for all its reasonable costs and expenses incurred in collecting against such Guarantor under the guaranty contained in Section 2 of this Agreement or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Subsidiary Grantor Guarantor is a party, including, without limitation, including the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to the Administrative Agent and of counsel to each other Secured Party. (b) Each Subsidiary Grantor agrees to pay, and to save the Administrative Agent and each other 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and each other 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment the Discharge of Obligations. 8.5 Successors and Assigns. This Agreement shall be binding upon the Secured Obligations successors and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured Party.assigns

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay pay, or reimburse each Guaranteed Party and the Secured Party 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 Agreement and the other Loan Documents to which such Subsidiary Grantor Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-in house counsel) to each Guaranteed Party and of counsel to the Secured PartyAdministrative Agent. (b) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Secured Party Administrative Agent and the Guaranteed 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Secured Party Administrative Agent and the Guaranteed 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor agrees to pay or reimburse the Administrative Agent and each other Secured Party for all its costs and expenses incurred in collecting against such Grantor under the guaranty contained in Section 2 of this Agreement or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Subsidiary Grantor is a party, including, without limitation, including the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to the Administrative Agent and of counsel to each other Secured Party. (b) . Each Subsidiary Grantor agrees to pay, and to save the Administrative Agent and each other 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 Agreement. (c) . Each Subsidiary Grantor agrees to pay, and to save the Administrative Agent and each other 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 of the Credit Agreement. (d) . The agreements in this Section 8.4 shall survive repayment Discharge of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyObligations.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay or reimburse the Administrative Agent and each other Secured Party for all its costs and expenses incurred in collecting against such Guarantor under the guaranty contained in Section 2 of this Agreement or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Subsidiary Grantor 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 the Administrative Agent and of counsel to each other Secured Party. (b) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and each other 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and each other 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 Agreement to the extent the US Borrower would be required to do so pursuant to Section 11.6 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured US Obligations and all any other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor agrees The Borrower and each Guarantor agree to pay pay, or reimburse the each Secured Party for and the Administrative Agent for, all its costs and expenses incurred in collecting against the Borrower or such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which the Borrower or such Subsidiary Grantor Guarantor is a party, including, without limitation, the reasonable fees and disbursements of outside counsel (including the allocated fees to each Secured Party and expenses of in-house counsel) counsel to the Secured PartyAdministrative Agent. (ba) Each Subsidiary Grantor agrees The Borrower and each Guarantor agree to pay, and to save the Administrative Agent and the Secured Party 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 Agreement. (cb) Each Subsidiary Grantor agrees The Borrower and each Guarantor agree to pay, and to save the Administrative Agent and the Secured Party 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 9.5 of the Credit Term Loan Agreement. (dc) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Term Loan Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay or reimburse each Lender and the Secured Party General 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 Agreement and the other Loan Documents to which such Subsidiary Grantor Guarantor is a party, including, without limitationlitnitation, 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 Secured PartyGeneral Administrative Agent. (b) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Secured Party General 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Secured Party General 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 Agreement agreement to the extent the Borrower Company would be required to do so pursuant to Section 11.6 subsection 14.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor agrees to pay or reimburse each Secured Party, including the Secured Party Administrative Agent, for all its reasonable and documented costs and expenses incurred in collecting under any guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Subsidiary Grantor is a partyDocuments, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Secured Party (other than the Secured PartyAdministrative Agent) and of counsel to the Administrative Agent. (b) Each Subsidiary Grantor agrees to pay, and to save the Administrative Agent and the other Secured Party 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 Agreement. (c) Each Subsidiary Grantor agrees to pay, and to save the Administrative Agent and the other Secured Party 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 subsection 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 9.5 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay or reimburse the each Secured Party and the 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 Agreement and the other Loan Documents to which such Subsidiary Grantor 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 Secured Party and of counsel to the Secured PartyAdministrative Agent. (b) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and the Secured Party 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and the Secured Party 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 Agreement to the extent the any Borrower would be required to do so pursuant to Section 11.6 9.04 of the Credit Agreement. (d) The agreements in this Section 8.4 9.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and Agreement, the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyBank Hedge Agreements.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor agrees to pay or reimburse the Administrative Agent and each other Secured Party for all its reasonable costs and expenses incurred in collecting against such Guarantor under the guaranty contained in Section 2 of this Agreement or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Subsidiary Grantor Guarantor is a party, including, without limitation, including the reasonable fees and disbursements of counsel (including the allocated reasonable fees and expenses of in-house counsel) to the Administrative Agent and of counsel to each other Secured Party. (b) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and each other 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and each other 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all any other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Granting Party agrees ------------------------------------- to pay or reimburse the each Secured Party for all its such Secured Party's 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 Agreement against such Granting Party and the other Loan Note Financing Documents to which such Subsidiary Grantor Granting Party is a party, including, without limitation, the reasonable fees and disbursements of one firm of counsel (including the allocated fees and expenses of in-house counsel) to the Secured PartyParties. (b) Each Subsidiary Grantor Granting Party agrees to pay, and to save each of the Secured Party Parties harmless from, (x) 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 Security Collateral or in connection with any of the transactions contemplated by this Agreement. Agreement and (cy) Each Subsidiary Grantor agrees to pay, and to save the 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 Agreement to (collectively, the extent the Borrower would be required to do so pursuant to Section 11.6 "indemnified liabilities") and in any event excluding any ----------------------- taxes or other indemnified liabilities arising from gross negligence or willful misconduct of the Credit Agreementsuch Secured Party. (dc) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Investment Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyNote Financing Documents.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay or reimburse the Administrative Agent and each other Secured Party for all its reasonable and documented out-of-pocket costs and expenses incurred in collecting against such Guarantor under the guaranty contained in Section 2 of this Agreement or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Subsidiary Grantor Guarantor is a party, including, without limitation, including the reasonable and documented out-of-pocket fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to the Administrative Agent and of counsel to each other Secured Party. (b) Each Subsidiary Grantor agrees to pay, and to save the Administrative Agent and each other 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and each other 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment the Discharge of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured Party.Obligations. ​ ​ ​

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay pay, or reimburse the each Secured Party for and the 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 Agreement and the other Loan Documents to which such Subsidiary Grantor Guarantor is a party, including, without limitation, the reasonable fees and disbursements and other charges of counsel (including the allocated fees and expenses of in-house counsel) to the Administrative Agent and the other Secured PartyParties and, if reasonably necessary, local counsel in any relevant jurisdiction. (b) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and the Secured Party 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and the Secured Party 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay or reimburse the Administrative Agent and each other Secured Party for all its costs and expenses incurred in collecting against such Guarantor under the guaranty contained in Section 2 of this Agreement or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Subsidiary Grantor 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 the Administrative Agent and of counsel to each other Secured Party. (b) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and each other 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and each other 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 Agreement to the extent the BVI Borrower would be required to do so pursuant to Section 11.6 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured BVI Obligations and all any other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay or reimburse the each Agent and each other Secured Party for all its costs and expenses incurred in collecting against such Guarantor under the guaranty contained in Section 12 of the Credit Agreement or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Subsidiary Grantor 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 the each Agent and of counsel to each other Secured Party. (b) Each Subsidiary Grantor Guarantor agrees to pay, and to save the each Agent and each other 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the each Agent and each other 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 of the Credit Agreement. (d) The agreements in this Section 8.4 11.4 shall survive repayment of the Secured Obligations and all any other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor agrees to pay or reimburse the Administrative Agent and each other Secured Party for all its out-of-pocket costs and expenses incurred in collecting against such Grantor under the guaranty contained in Section 2 of this Agreement or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Subsidiary Grantor is a party, including, without limitation, including the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to the Administrative Agent and of counsel to each other Secured Party. (b) Each Subsidiary Subject to Section 2.20 of the Credit Agreement, each Grantor agrees to pay, and to save the Administrative Agent and each other 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 Agreement. (c) Each Subsidiary Grantor agrees to pay, and to save the Administrative Agent and each other 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment Discharge of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyObligations.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor agrees to pay or reimburse the Administrative Agent and each other Secured Party for all its costs and expenses incurred in collecting against such Guarantor under the guaranty contained in Section 2 of this Agreement or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Subsidiary Grantor Guarantor is a party, including, without limitation, including the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to the Administrative Agent and of counsel to each other Secured Party. (b) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and each other 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and each other 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 Agreement to the extent the Borrower would be required to do so pursuant to Section 11.6 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations and all any other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary The Grantor agrees to pay or reimburse the Collateral Agent and each other Secured Party for all its costs and expenses incurred in enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Subsidiary Grantor is a partyAgreements, including, without limitation, including the reasonable fees and disbursements of counsel (including the allocated reasonable fees and expenses of in-house counsel) to the each Secured Party. (b) Each Subsidiary The Grantor agrees to pay, and to save the Collateral Agent and each other 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 Agreement. (c) Each Subsidiary The Grantor agrees to pay, and to save the Collateral Agent and each other Secured Party and each Affiliate of the Collateral Agent and any other 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 Agreement to the extent the Borrower Grantor would be required to do so pursuant to Section 11.6 of the Credit Agreement or the Reimbursement Agreement, as applicable. (d) The agreements in this Section 8.4 7.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyAgreements.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor The Guarantor agrees to pay pay, or reimburse the each Secured Party for and the Administrative Agent for, all its reasonable out-of-pocket costs and expenses incurred in collecting against the Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Subsidiary Grantor the Guarantor is a party, including, without limitation, the reasonable fees and disbursements of outside counsel (including the allocated fees to each Secured Party and expenses of in-house counsel) outside counsel to the Secured PartyAdministrative Agent. (b) Each Subsidiary Grantor of the Borrowers and the Guarantor agrees to pay, and to save the Administrative Agent and the Secured Party 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 Agreement. (c) Each Subsidiary Grantor The Guarantor agrees to pay, and to save the Administrative Agent and the Secured Party 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 Agreement to the extent the Borrower Borrowers would be required to do so pursuant to Section 11.6 9.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Secured Obligations (other than those Obligations (including contingent reimbursement obligations and indemnity obligations) which, by their express terms, survive termination of this Agreement and the other Loan Documents) and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.

Enforcement Expenses; Indemnification. (a) Each Subsidiary Grantor Guarantor agrees to pay or reimburse the each Secured Party and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Article 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Subsidiary Grantor 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 Secured Party and of counsel to the Secured PartyAdministrative Agent. (b) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and the Secured Party 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 that 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 Agreement. (c) Each Subsidiary Grantor Guarantor agrees to pay, and to save the Administrative Agent and the Secured Party 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 Agreement to the extent the any Borrower would be required to do so pursuant to Section 11.6 9.04 of the Credit Agreement. (d) The agreements in this Section 8.4 9.4 shall survive repayment of the Secured Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents and shall survive, as to the Secured Party, the resignation or removal of such Secured PartyDocuments.