OBLIGATIONS OF, OR COLLECTING ANY PAYMENTS
DUE FROM, ANY GRANTOR BY REASON OF AN EVENT OF DEFAULT (INCLUDING BY REASON OF
AN EVENT OF DEFAULT, IN CONNECTION WITH THE SALE OF, COLLECTION FROM, OR OTHER
REALIZATION UPON ANY OF THE COLLATERAL OR THE ENFORCEMENT OF THIS AGREEMENT);
CONSULTING WITH APPRAISERS, ACCOUNTANTS, ENGINEERS, ATTORNEYS AND OTHER PERSONS
CONCERNING THE NATURE, SCOPE OR VALUE OF ANY RIGHT OR REMEDY OF THE
ADMINISTRATIVE AGENT OR ANY LENDER HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT OR
ANY FACTUAL MATTERS IN CONNECTION THEREWITH, WHICH EXPENSES SHALL INCLUDE,
WITHOUT LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF SUCH PERSONS, (III)
ANY CIVIL PENALTY OR FINE ASSESSED BY THE U.S. DEPARTMENT OF THE TREASURY'S
OFFICE OF FOREIGN ASSETS CONTROL AGAINST, AND ALL REASONABLE COSTS AND EXPENSES
(INCLUDING COUNSEL FEES AND DISBURSEMENTS) INCURRED IN CONNECTION WITH DEFENSE
THEREOF BY THE ADMINISTRATIVE AGENT OR ANY LENDER AS A RESULT OF THE FUNDING OF
LOANS, THE ISSUANCE OF LETTERS OF CREDIT, THE ACCEPTANCE OF PAYMENT OR OF
COLLATERAL DUE UNDER THE LOAN DOCUMENTS AND (IV) DEFEND, INDEMNIFY AND HOLD
HARMLESS THE ADMINISTRATIVE AGENT AND THE LENDERS, AND THEIR RESPECTIVE PARENTS,
SUBSIDIARIES, AFFILIATES, PARTNERS, EMPLOYEES, AGENTS, OFFICERS, ADVISORS AND
DIRECTORS, FROM AND AGAINST ANY LOSSES, PENALTIES, FINES, LIABILITIES,
SETTLEMENTS, DAMAGES, COSTS AND EXPENSES, SUFFERED BY ANY SUCH PERSON IN
CONNECTION WITH ANY CLAIM (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL
CLAIMS), INVESTIGATION, LITIGATION OR OTHER
19
PROCEEDING (WHETHER OR NOT THE ADMINISTRATIVE AGENT OR ANY LENDER IS A PARTY
THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THE EXTENSIONS OF CREDIT, THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT, OR ANY DOCUMENTS, REPORTS OR OTHER INFORMATION PROVIDED TO THE
ADMINISTRATIVE AGENT OR ANY LENDER OR CONTEMPLATED BY OR REFERRED TO HEREIN OR
THEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING, WITHOUT
LIMITATION, REASONABLE ATTORNEY'S AND CONSULTANT'S FEES, EXCEPT TO THE EXTENT
THAT ANY OF THE FOREGOING (A) ARE DETERMINED BY A COURT OF COMPETENT
JURISDICTION BY A FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED DIRECTLY
FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY SEEKING
INDEMNIFICATION THEREFOR OR (B) RESULT FROM A CLAIM BROUGHT BY ANY CREDIT PARTY
AGAINST AN INDEMNITEE FOR BREACH IN BAD FAITH OF THE OBLIGATIONS UNDER THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS OF THE PARTY SEEKING INDEMNIFICATION IF
SUCH CREDIT PARTY HAS OBTAINED A FINAL AND NONAPPEALABLE JUDGMENT IN ITS FAVOR
ON SUCH CLAIM AS DETERMINED BY A COURT OF COMPETENT JURISDICTION.
(B)
EACH GRANTOR AGREES TO PAY, AND TO SAVE THE ADMINISTRATIVE AGENT
AND THE LENDERS HARMLESS FROM, ANY AND ALL LIABILITIES WITH RESPECT TO, OR
RESULTING FROM ANY DELAY IN PAYING, ANY AND ALL OTHER TAXES, SUBJECT TO THE
TERMS OF THE CREDIT AGREEMENT, INCLUDING, WITHOUT LIMITATION, SECTIONS 4.11 AND
4.12 THEREOF, WHICH MAY BE PAYABLE OR DETERMINED TO BE PAYABLE WITH RESPECT TO
ANY OF THE COLLATERAL.
(C)
THE AGREEMENTS IN THIS SECTION 7.4 SHALL SURVIVE TERMINATION OF
THE COMMITMENTS AND REPAYMENT OF THE OBLIGATIONS AND ALL