DAMAGES, LOSSES, LIABILITIES AND
EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE FEES AND DISBURSEMENTS OF
COUNSEL) WHICH MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNIFIED PARTY, IN
EACH CASE IN CONNECTION WITH OR ARISING OUT OF, OR IN CONNECTION WITH THE
PREPARATION FOR OR DEFENSE OF, ANY INVESTIGATION, LITIGATION, OR PROCEEDING (I)
RELATED TO ANY TRANSACTION OR PROPOSED TRANSACTION (WHETHER OR NOT CONSUMMATED)
IN WHICH ANY PROCEEDS OF ANY BORROWING ARE APPLIED OR PROPOSED TO BE APPLIED,
DIRECTLY OR INDIRECTLY, BY ANY BORROWER, WHETHER OR NOT SUCH INDEMNIFIED PARTY
IS A PARTY TO SUCH TRANSACTION OR (II) RELATED TO ANY BORROWER'S OR KRAFT'S
ENTERING INTO THIS AGREEMENT, OR TO ANY ACTIONS OR OMISSIONS OF ANY BORROWER OR
KRAFT, ANY OF THEIR RESPECTIVE SUBSIDIARIES OR AFFILIATES (OTHER THAN ALTRIA
GROUP, INC. AND ITS NON-KRAFT SUBSIDIARIES OR AFFILIATES) OR ANY OF ITS OR THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS IN CONNECTION THEREWITH, IN
EACH CASE WHETHER OR NOT AN INDEMNIFIED PARTY IS A PARTY THERETO AND WHETHER OR
NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY KRAFT OR ANY
BORROWER OR ANY OTHER PERSON; PROVIDED, HOWEVER, THAT NEITHER ANY BORROWER NOR
KRAFT SHALL BE REQUIRED TO INDEMNIFY ANY SUCH INDEMNIFIED PARTY FROM OR AGAINST
ANY PORTION OF SUCH CLAIMS, DAMAGES, LOSSES, LIABILITIES OR EXPENSES THAT IS
FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION
TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH
INDEMNIFIED PARTY.
SECTION 9.05.
RIGHT OF SET-OFF.
UPON (I) THE
OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT AND (II) THE
MAKING OF THE REQUEST OR THE GRANTING OF THE CONSENT SPECIFIED BY SECTION 6.02
TO AUTHORIZE JPMORGAN CHASE, AS ADMINISTRATIVE AGENT, TO DECLARE THE ADVANCES
DUE AND PAYABLE PURSUANT TO THE PROVISIONS OF SECTION 6.02, EACH LENDER IS
HEREBY AUTHORIZED AT ANY TIME AND FROM TIME TO TIME, TO THE FULLEST EXTENT
PERMITTED BY LAW, TO SET OFF AND APPLY ANY AND ALL DEPOSITS (GENERAL OR SPECIAL,
TIME OR DEMAND, PROVISIONAL OR FINAL) AT ANY TIME HELD AND OTHER INDEBTEDNESS AT
ANY TIME OWING BY SUCH LENDER TO OR FOR THE CREDIT OR THE ACCOUNT OF KRAFT OR
ANY BORROWER AGAINST ANY AND ALL OF THE OBLIGATIONS OF ANY BORROWER OR KRAFT NOW
OR HEREAFTER EXISTING UNDER THIS AGREEMENT, WHETHER OR NOT SUCH LENDER SHALL
HAVE MADE ANY DEMAND UNDER THIS AGREEMENT AND ALTHOUGH SUCH OBLIGATIONS MAY BE
UNMATURED.
EACH LENDER SHALL PROMPTLY NOTIFY THE APPROPRIATE BORROWER OR KRAFT,
AS THE CASE MAY BE, AFTER ANY SUCH SET-OFF AND APPLICATION, PROVIDED THAT THE
FAILURE TO GIVE SUCH NOTICE SHALL NOT AFFECT THE VALIDITY OF SUCH SET-OFF AND
APPLICATION.
THE RIGHTS OF EACH LENDER AND ITS AFFILIATES UNDER THIS SECTION
9.05 ARE IN ADDITION TO OTHER RIGHTS AND REMEDIES (INCLUDING, WITHOUT
LIMITATION, OTHER RIGHTS OF SET-OFF) THAT SUCH LENDER AND ITS AFFILIATES MAY
HAVE.
SECTION 9.06.
BINDING EFFECT.
THIS AGREEMENT SHALL
BE BINDING UPON AND INURE TO THE BENEFIT OF KRAFT, JPMORGAN CHASE, AS
ADMINISTRATIVE AGENT, CITIBANK, AS ADMINISTRATIVE