ANY OF THE TERMS, COVENANTS OR
CONDITIONS OF THIS AGREEMENT ON THE PART OF KRAFT OR ANY BORROWER OR TO INSPECT
THE PROPERTY (INCLUDING THE BOOKS AND RECORDS) OF KRAFT OR SUCH BORROWER;
(E)
SHALL NOT BE RESPONSIBLE TO ANY LENDER FOR
THE DUE EXECUTION, LEGALITY, VALIDITY, ENFORCEABILITY, GENUINENESS, SUFFICIENCY
OR VALUE OF THIS AGREEMENT OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED
PURSUANT HERETO; AND
(F)
SHALL INCUR NO LIABILITY UNDER OR IN
RESPECT OF THIS AGREEMENT BY ACTING UPON ANY NOTICE, CONSENT, CERTIFICATE OR
OTHER INSTRUMENT OR WRITING (WHICH MAY BE BY TELECOPIER, TELEGRAM OR TELEX)
BELIEVED BY IT TO BE GENUINE AND SIGNED OR SENT BY THE PROPER PARTY OR PARTIES.
SECTION 7.03.
JPMORGAN CHASE, CITIBANK AND
AFFILIATES.
WITH RESPECT TO ITS COMMITMENT AND THE ADVANCES MADE BY IT, EACH OF
JPMORGAN CHASE AND CITIBANK SHALL HAVE THE SAME RIGHTS AND POWERS UNDER THIS
AGREEMENT AS ANY OTHER LENDER AND MAY EXERCISE THE SAME AS THOUGH IT WERE NOT AN
ADMINISTRATIVE AGENT; AND THE TERM "LENDER" OR "LENDERS" SHALL, UNLESS OTHERWISE
EXPRESSLY INDICATED, INCLUDE JPMORGAN CHASE AND CITIBANK IN THEIR INDIVIDUAL
CAPACITIES.
JPMORGAN CHASE AND CITIBANK AND THEIR AFFILIATES MAY ACCEPT
DEPOSITS FROM, LEND
40
MONEY TO, ACT AS TRUSTEE UNDER INDENTURES OF, ACCEPT INVESTMENT BANKING
ENGAGEMENTS FROM AND GENERALLY ENGAGE IN ANY KIND OF BUSINESS WITH, KRAFT, ANY
BORROWER, ANY OF ITS SUBSIDIARIES AND ANY PERSON WHO MAY DO BUSINESS WITH OR OWN
SECURITIES OF KRAFT, ANY BORROWER OR ANY SUCH SUBSIDIARY, ALL AS IF JPMORGAN
CHASE AND CITIBANK WERE NOT ADMINISTRATIVE AGENTS AND WITHOUT ANY DUTY TO
ACCOUNT THEREFOR TO THE LENDERS.
SECTION 7.04.
LENDER CREDIT DECISION.
EACH LENDER
ACKNOWLEDGES THAT IT HAS, INDEPENDENTLY AND WITHOUT RELIANCE UPON EITHER
ADMINISTRATIVE AGENT, EITHER SYNDICATION AGENT, ANY ARRANGER AND DOCUMENTATION
AGENT, OR ANY OTHER LENDER AND BASED ON THE FINANCIAL STATEMENTS REFERRED TO IN
SECTION 4.01 AND SUCH OTHER DOCUMENTS AND INFORMATION AS IT HAS DEEMED
APPROPRIATE, MADE ITS OWN CREDIT ANALYSIS AND DECISION TO ENTER INTO THIS
AGREEMENT.
EACH LENDER ALSO ACKNOWLEDGES THAT IT WILL, INDEPENDENTLY AND
WITHOUT RELIANCE UPON ANY ADMINISTRATIVE AGENT, SYNDICATION AGENT, ARRANGER AND
DOCUMENTATION AGENT, OR ANY OTHER LENDER AND BASED ON SUCH DOCUMENTS AND
INFORMATION AS IT SHALL DEEM APPROPRIATE AT THE TIME, CONTINUE TO MAKE ITS OWN
CREDIT DECISIONS IN TAKING OR NOT TAKING ACTION UNDER THIS AGREEMENT.
SECTION 7.05.
INDEMNIFICATION.
THE LENDERS AGREE TO
INDEMNIFY EACH ADMINISTRATIVE AGENT (TO THE EXTENT NOT REIMBURSED BY KRAFT OR
THE BORROWERS), RATABLY ACCORDING TO THE RESPECTIVE PRINCIPAL AMOUNTS OF THE PRO
RATA ADVANCES THEN OWING TO EACH OF THEM (OR IF NO PRO RATA ADVANCES ARE AT THE
TIME OUTSTANDING, RATABLY ACCORDING TO THE RESPECTIVE AMOUNTS OF THEIR
COMMITMENTS), FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES,
DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS
OF ANY KIND OR NATURE WHATSOEVER THAT MAY BE IMPOSED ON, INCURRED BY, OR
ASSERTED AGAINST SUCH ADMINISTRATIVE AGENT IN ANY WAY RELATING TO OR ARISING OUT
OF THIS AGREEMENT OR ANY ACTION TAKEN OR