to any Borrower under the Federal Bankruptcy Code, (i)
the obligation of each Lender to make Advances shall automatically be terminated
and (ii) the Advances then outstanding, all such interest and all such amounts
shall automatically become and be due and payable, without presentment, demand,
protest or any notice of any kind, all of which are hereby expressly waived by
the Borrowers.
ARTICLE VII
THE ADMINISTRATIVE AGENTS
SECTION 7.01.
AUTHORIZATION AND ACTION.
EACH LENDER
HEREBY APPOINTS AND AUTHORIZES THE ADMINISTRATIVE AGENTS TO TAKE SUCH ACTION AS
AGENT ON ITS BEHALF AND TO EXERCISE SUCH POWERS AND DISCRETION UNDER THIS
AGREEMENT AS ARE DELEGATED TO THE ADMINISTRATIVE AGENTS BY THE TERMS HEREOF,
TOGETHER WITH SUCH POWERS AND DISCRETION AS ARE REASONABLY INCIDENTAL THERETO.
AS TO ANY MATTERS NOT EXPRESSLY PROVIDED FOR BY THIS AGREEMENT (INCLUDING,
WITHOUT LIMITATION, ENFORCEMENT OR COLLECTION OF THE NOTES), THE ADMINISTRATIVE
AGENTS SHALL NOT BE REQUIRED TO EXERCISE ANY DISCRETION OR TAKE ANY ACTION, BUT
SHALL BE REQUIRED TO ACT OR TO REFRAIN FROM ACTING (AND SHALL BE FULLY PROTECTED
IN SO ACTING OR REFRAINING FROM ACTING) UPON THE INSTRUCTIONS OF THE REQUIRED
LENDERS, AND SUCH INSTRUCTIONS SHALL BE BINDING UPON ALL LENDERS AND ALL HOLDERS
OF NOTES; PROVIDED, HOWEVER, THAT NO ADMINISTRATIVE AGENT SHALL BE REQUIRED TO
TAKE ANY ACTION THAT EXPOSES SUCH ADMINISTRATIVE AGENT TO PERSONAL LIABILITY OR
THAT IS CONTRARY TO THIS
39
AGREEMENT OR APPLICABLE LAW.
EACH OF THE ADMINISTRATIVE AGENTS AGREES TO GIVE
TO EACH LENDER PROMPT NOTICE OF EACH NOTICE GIVEN TO IT BY KRAFT OR ANY BORROWER
AS REQUIRED BY THE TERMS OF THIS AGREEMENT OR AT THE REQUEST OF KRAFT OR SUCH
BORROWER, AND ANY NOTICE PROVIDED PURSUANT TO SECTION 5.01(C)(IV).
SECTION 7.02.
ADMINISTRATIVE AGENTS' RELIANCE, ETC.
NEITHER THE ADMINISTRATIVE AGENTS NOR ANY OF THEIR DIRECTORS, OFFICERS, AGENTS
OR EMPLOYEES SHALL BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT
OR THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT, EXCEPT FOR ITS OR THEIR OWN
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
WITHOUT LIMITATION OF THE GENERALITY OF
THE FOREGOING, THE ADMINISTRATIVE AGENTS:
(A)
MAY TREAT THE LENDER THAT MADE ANY ADVANCE AS
THE HOLDER OF THE DEBT RESULTING THEREFROM UNTIL JPMORGAN CHASE, AS
ADMINISTRATIVE AGENT, RECEIVES AND ACCEPTS AN ASSIGNMENT AND ACCEPTANCE ENTERED
INTO BY SUCH LENDER, AS ASSIGNOR, AND AN ELIGIBLE ASSIGNEE, AS ASSIGNEE, AS
PROVIDED IN SECTION 9.07;
(B)
MAY CONSULT WITH LEGAL COUNSEL (INCLUDING
COUNSEL FOR KRAFT OR ANY BORROWER), INDEPENDENT PUBLIC ACCOUNTANTS AND OTHER
EXPERTS SELECTED BY IT AND SHALL NOT BE LIABLE FOR ANY ACTION TAKEN OR OMITTED
TO BE TAKEN IN GOOD FAITH BY IT IN ACCORDANCE WITH THE ADVICE OF SUCH COUNSEL,
ACCOUNTANTS OR EXPERTS;
(C)
MAKE NO WARRANTY OR REPRESENTATION TO ANY
LENDER AND SHALL NOT BE RESPONSIBLE TO ANY LENDER FOR ANY STATEMENTS, WARRANTIES
OR REPRESENTATIONS (WHETHER WRITTEN OR ORAL) MADE IN OR IN CONNECTION WITH THIS
AGREEMENT;
(D)
SHALL NOT HAVE ANY DUTY TO ASCERTAIN OR TO
INQUIRE AS TO THE PERFORMANCE OR OBSERVANCE OF