JUDGMENTS, SUITS, COSTS, EXPENSES (INCLUDING, WITHOUT
LIMITATION, THE REASONABLE FEES AND OUT-OF-POCKET EXPENSES OF COUNSEL AND
AGENTS) OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE
EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE AND ADMINISTRATION OF THIS
AGREEMENT AND THE SECURITY DOCUMENTS, UNLESS FINALLY JUDICIALLY DETERMINED TO
HAVE ARISEN FROM THE GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OF THE
INDEMNIFIED PARTY, INCLUDING FOR TAXES IN ANY JURISDICTION IN WHICH THE
COLLATERAL AGENT IS SUBJECT TO TAX BY REASON OF ACTIONS HEREUNDER OR UNDER THE
SECURITY DOCUMENTS, UNLESS SUCH TAXES ARE IMPOSED ON OR MEASURED BY COMPENSATION
PAID TO THE COLLATERAL AGENT UNDER SECTION 7.08. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, IN ANY SUIT, PROCEEDING OR ACTION BROUGHT BY THE COLLATERAL
AGENT UNDER OR WITH RESPECT TO ANY CONTRACT, AGREEMENT, INTEREST OR OBLIGATION
CONSTITUTING PART OF THE COLLATERAL FOR ANY SUM OWING THEREUNDER, OR TO ENFORCE
ANY PROVISIONS THEREOF, EACH GRANTOR WILL SAVE, INDEMNIFY AND KEEP THE
COLLATERAL AGENT, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES
HARMLESS FROM AND AGAINST ALL EXPENSE, LOSS OR DAMAGE SUFFERED BY REASON OF ANY
DEFENSE, SETOFF, COUNTERCLAIM, RECOUPMENT OR REDUCTION OF LIABILITY WHATSOEVER
OF THE OBLIGOR THEREUNDER, ARISING OUT OF A BREACH BY ANY GRANTOR OF ANY
OBLIGATION THEREUNDER OR ARISING OUT OF ANY OTHER AGREEMENT, INDEBTEDNESS OR
LIABILITY AT ANY TIME OWING TO OR IN FAVOR OF SUCH OBLIGOR OR ITS SUCCESSORS
FROM ANY GRANTOR, AND ALL SUCH OBLIGATIONS OF EACH GRANTOR SHALL BE AND REMAIN
ENFORCEABLE AGAINST AND ONLY AGAINST EACH GRANTOR AND SHALL NOT BE ENFORCEABLE
AGAINST THE COLLATERAL AGENT, THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED
PARTY.
23
THE AGREEMENTS IN THIS SECTION 7.11 SHALL SURVIVE THE TERMINATION OF THE OTHER
PROVISIONS OF THIS AGREEMENT AND THE RESIGNATION OR REMOVAL OF THE COLLATERAL
AGENT HEREUNDER.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.01.
NOTICES. ALL COMMUNICATIONS AND NOTICES HEREUNDER
SHALL (EXCEPT AS OTHERWISE EXPRESSLY PERMITTED HEREIN) BE IN WRITING AND GIVEN
AS PROVIDED IN SECTION 9.01 OF THE CREDIT AGREEMENT. ALL COMMUNICATIONS AND
NOTICES HEREUNDER TO ANY SUBSIDIARY GUARANTOR SHALL BE GIVEN TO IT C/O THE
BORROWER AT THE BORROWER'S ADDRESS AS PROVIDED IN SECTION 9.01 OF THE CREDIT
AGREEMENT, WITH A COPY TO THE BORROWER.
SECTION 8.02.
SURVIVAL OF AGREEMENT. ALL COVENANTS, AGREEMENTS,
REPRESENTATIONS AND WARRANTIES MADE BY ANY GRANTOR HEREIN AND IN THE
CERTIFICATES OR OTHER INSTRUMENTS PREPARED OR DELIVERED IN CONNECTION WITH OR
PURSUANT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE CONSIDERED TO
HAVE BEEN RELIED UPON BY THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES AND
SHALL SURVIVE THE MAKING BY THE LENDERS OF THE LOANS AND THE LENDERS' ISSUANCE
OF AND PARTICIPATIONS IN LETTERS OF CREDIT, REGARDLESS OF ANY INVESTIGATION MADE
BY THE SECURED PARTIES OR ON THEIR BEHALF, AND SHALL CONTINUE IN FULL FORCE AND
EFFECT UNTIL THIS AGREEMENT SHALL TERMINATE.
SECTION 8.03.
BINDING EFFECT. THIS AGREEMENT SHALL BECOME
EFFECTIVE AS TO ANY GRANTOR WHEN A COUNTERPART HEREOF EXECUTED ON BEHALF OF SUCH
GRANTOR SHALL HAVE BEEN DELIVERED TO THE COLLATERAL