EXERCISE SUCH POWERS AND DISCRETION UNDER
THIS AGREEMENT AS ARE DELEGATED TO JPMORGAN CHASE, AS ADMINISTRATIVE AGENT, BY
THE TERMS HEREOF, TOGETHER WITH SUCH POWERS AND DISCRETION AS ARE REASONABLY
INCIDENTAL THERETO; AND (VIII) SUCH ASSIGNEE AGREES THAT IT WILL PERFORM IN
ACCORDANCE WITH THEIR TERMS ALL OF THE OBLIGATIONS THAT BY THE TERMS OF THIS
AGREEMENT ARE REQUIRED TO BE PERFORMED BY IT AS A LENDER.
(C)
AGENT'S ACCEPTANCE. UPON ITS RECEIPT OF AN
ASSIGNMENT AND ACCEPTANCE EXECUTED BY AN ASSIGNING LENDER AND AN ASSIGNEE
REPRESENTING THAT IT IS AN ELIGIBLE ASSIGNEE, TOGETHER WITH ANY PRO RATA NOTE OR
NOTES SUBJECT TO SUCH ASSIGNMENT, JPMORGAN CHASE, AS ADMINISTRATIVE AGENT,
SHALL, IF SUCH ASSIGNMENT AND ACCEPTANCE HAS BEEN COMPLETED AND IS IN
SUBSTANTIALLY THE FORM OF EXHIBIT C HERETO, (I) ACCEPT SUCH ASSIGNMENT AND
ACCEPTANCE, (II) RECORD THE INFORMATION CONTAINED THEREIN IN THE REGISTER AND
(III) GIVE PROMPT NOTICE THEREOF TO KRAFT.
49
(D)
REGISTER.
JPMORGAN CHASE, AS ADMINISTRATIVE
AGENT, SHALL MAINTAIN AT ITS ADDRESS REFERRED TO IN SECTION 9.02 A COPY OF EACH
ASSIGNMENT AND ACCEPTANCE DELIVERED TO AND ACCEPTED BY IT AND A REGISTER FOR THE
RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDERS AND THE COMMITMENT OF, AND
PRINCIPAL AMOUNT OF THE ADVANCES OWING TO, EACH LENDER FROM TIME TO TIME (THE
"REGISTER").
THE ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE AND BINDING FOR
ALL PURPOSES, ABSENT MANIFEST ERROR, AND KRAFT, THE BORROWERS, JPMORGAN CHASE,
AS ADMINISTRATIVE AGENT, AND THE LENDERS MAY TREAT EACH PERSON WHOSE NAME IS
RECORDED IN THE REGISTER AS A LENDER HEREUNDER FOR ALL PURPOSES OF THIS
AGREEMENT.
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY KRAFT, ANY
BORROWER OR ANY LENDER AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON
REASONABLE PRIOR NOTICE.
(E)
SALE OF PARTICIPATION.
EACH LENDER MAY
SELL PARTICIPATIONS TO ONE OR MORE BANKS OR OTHER ENTITIES IN OR TO ALL OR A
PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING, WITHOUT
LIMITATION, ALL OR A PORTION OF ITS COMMITMENT, THE ADVANCES OWING TO IT AND ANY
NOTE OR NOTES HELD BY IT), SUBJECT TO THE FOLLOWING:
(I)
SUCH LENDER'S OBLIGATIONS UNDER THIS
AGREEMENT (INCLUDING, WITHOUT LIMITATION, ITS COMMITMENT TO KRAFT HEREUNDER)
SHALL REMAIN UNCHANGED,
(II)
SUCH LENDER SHALL REMAIN SOLELY
RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE PERFORMANCE OF SUCH OBLIGATIONS,
(III)
KRAFT, THE OTHER BORROWERS, JPMORGAN CHASE,
AS ADMINISTRATIVE AGENT, AND THE OTHER LENDERS SHALL CONTINUE TO DEAL SOLELY AND
DIRECTLY WITH SUCH LENDER IN CONNECTION WITH SUCH LENDER'S RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT, AND
(IV)
NO PARTICIPANT UNDER ANY SUCH PARTICIPATION
SHALL HAVE ANY RIGHT TO APPROVE ANY AMENDMENT OR WAIVER OF ANY PROVISION OF THIS
AGREEMENT, OR ANY CONSENT TO ANY DEPARTURE BY ANY BORROWER OR KRAFT THEREFROM,
EXCEPT TO THE EXTENT THAT SUCH AMENDMENT, WAIVER OR CONSENT WOULD REDUCE THE
PRINCIPAL OF, OR INTEREST ON, THE ADVANCES OR ANY FEES OR OTHER AMOUNTS PAYABLE
HEREUNDER, IN EACH CASE TO THE EXTENT SUBJECT TO SUCH PARTICIPATION, OR POSTPONE