REMEDIES.
NO FAILURE ON
THE PART OF ANY LENDER OR JPMORGAN CHASE, AS ADMINISTRATIVE AGENT, TO EXERCISE,
AND NO DELAY IN EXERCISING, ANY RIGHT HEREUNDER OR UNDER ANY NOTE SHALL OPERATE
AS A WAIVER THEREOF; NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT
PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER
RIGHT.
THE REMEDIES HEREIN PROVIDED ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY
REMEDIES PROVIDED BY LAW.
SECTION 9.04.
COSTS AND EXPENSES.
(A)
ADMINISTRATIVE AGENT; ENFORCEMENT.
KRAFT AGREES TO PAY ON DEMAND ALL REASONABLE
COSTS AND EXPENSES IN CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY,
ADMINISTRATION (EXCLUDING ANY COST OR EXPENSES FOR ADMINISTRATION RELATED TO THE
OVERHEAD OF JPMORGAN CHASE, AS ADMINISTRATIVE AGENT), MODIFICATION AND AMENDMENT
OF THIS AGREEMENT AND THE DOCUMENTS TO BE DELIVERED HEREUNDER, INCLUDING,
WITHOUT LIMITATION, THE REASONABLE FEES AND OUT-OF-POCKET EXPENSES OF COUNSEL
FOR JPMORGAN CHASE, AS ADMINISTRATIVE AGENT, WITH RESPECT THERETO AND WITH
RESPECT TO ADVISING JPMORGAN CHASE, AS ADMINISTRATIVE AGENT, AS TO ITS RIGHTS
AND RESPONSIBILITIES UNDER THIS AGREEMENT, AND ALL COSTS AND EXPENSES OF THE
LENDERS AND JPMORGAN CHASE, AS ADMINISTRATIVE AGENT, IF ANY (INCLUDING, WITHOUT
LIMITATION, REASONABLE COUNSEL FEES AND EXPENSES OF THE LENDERS AND JPMORGAN
CHASE, AS ADMINISTRATIVE AGENT), IN CONNECTION WITH THE ENFORCEMENT (WHETHER
THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS OR OTHERWISE) OF THIS AGREEMENT AND THE
OTHER DOCUMENTS TO BE DELIVERED HEREUNDER.
(B)
PREPAYMENT OF LIBO RATE ADVANCES OR FLOATING
RATE BID ADVANCES.
IF ANY PAYMENT OF PRINCIPAL OF LIBO RATE ADVANCE OR FLOATING
RATE BID ADVANCE IS MADE OTHER THAN ON THE LAST DAY OF THE INTEREST PERIOD FOR
SUCH ADVANCE OR AT ITS MATURITY, AS A RESULT OF A PAYMENT PURSUANT TO SECTION
2.11, ACCELERATION OF THE MATURITY OF THE ADVANCES PURSUANT TO SECTION 6.02, AN
ASSIGNMENT MADE AS A RESULT OF A DEMAND BY KRAFT PURSUANT TO SECTION 9.07(A) OR
FOR ANY OTHER REASON, KRAFT SHALL, UPON DEMAND BY ANY LENDER (WITH A COPY OF
SUCH DEMAND TO JPMORGAN CHASE, AS ADMINISTRATIVE AGENT), PAY TO JPMORGAN CHASE,
AS ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF SUCH LENDER ANY AMOUNTS REQUIRED TO
COMPENSATE SUCH LENDER FOR ANY ADDITIONAL LOSSES, COSTS OR EXPENSES WHICH IT MAY
REASONABLY INCUR AS A RESULT OF SUCH PAYMENT, INCLUDING, WITHOUT LIMITATION, ANY
LOSS (EXCLUDING LOSS OF ANTICIPATED PROFITS), COST OR EXPENSE INCURRED BY REASON
OF THE LIQUIDATION OR REEMPLOYMENT OF DEPOSITS OR OTHER FUNDS ACQUIRED BY ANY
LENDER TO FUND OR MAINTAIN SUCH ADVANCE.
WITHOUT PREJUDICE TO THE SURVIVAL OF
ANY OTHER AGREEMENT OF ANY BORROWER OR KRAFT HEREUNDER, THE AGREEMENTS AND
OBLIGATIONS OF EACH BORROWER AND KRAFT CONTAINED IN SECTION 2.02(C), 2.05, 2.12,
2.15 AND THIS SECTION 9.04(B) SHALL SURVIVE THE PAYMENT IN FULL OF PRINCIPAL AND
INTEREST HEREUNDER.
46
(C)
INDEMNIFICATION.
EACH BORROWER AND KRAFT
JOINTLY AND SEVERALLY AGREE TO INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE
AGENTS AND EACH LENDER AND EACH OF THEIR RESPECTIVE AFFILIATES, CONTROL PERSONS,
DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS AND AGENTS (EACH, AN "INDEMNIFIED
PARTY") FROM AND AGAINST ANY AND ALL CLAIMS,