ANY DATE FIXED FOR ANY PAYMENT OF 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.
(F)
DISCLOSURE OF INFORMATION.
ANY LENDER
MAY, IN CONNECTION WITH ANY ASSIGNMENT OR PARTICIPATION OR PROPOSED ASSIGNMENT
OR PARTICIPATION PURSUANT TO THIS SECTION 9.07, DISCLOSE TO THE ASSIGNEE OR
PARTICIPANT OR PROPOSED ASSIGNEE OR PARTICIPANT, ANY INFORMATION RELATING TO
KRAFT OR ANY BORROWER FURNISHED TO SUCH LENDER BY OR ON BEHALF OF KRAFT OR ANY
BORROWER; PROVIDED THAT, PRIOR TO ANY SUCH DISCLOSURE, THE ASSIGNEE OR
PARTICIPANT OR PROPOSED ASSIGNEE OR PARTICIPANT SHALL AGREE TO PRESERVE THE
CONFIDENTIALITY OF ANY CONFIDENTIAL INFORMATION RELATING TO KRAFT RECEIVED BY IT
FROM SUCH LENDER.
50
(G)
REGULATION A SECURITY INTEREST.
NOTWITHSTANDING ANY OTHER PROVISION SET FORTH IN THIS AGREEMENT, ANY LENDER MAY
AT ANY TIME CREATE A SECURITY INTEREST IN ALL OR ANY PORTION OF ITS RIGHTS UNDER
THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE ADVANCES OWING TO IT AND ANY
NOTE OR NOTES HELD BY IT) IN FAVOR OF ANY FEDERAL RESERVE BANK IN ACCORDANCE
WITH REGULATION A.
SECTION 9.08.
DESIGNATED SUBSIDIARIES.
(A)
DESIGNATION.
KRAFT MAY AT ANY TIME, AND FROM TIME TO TIME, BY DELIVERY TO
JPMORGAN CHASE, AS ADMINISTRATIVE AGENT, OF A DESIGNATION AGREEMENT DULY
EXECUTED BY KRAFT AND THE RESPECTIVE SUBSIDIARY AND SUBSTANTIALLY IN THE FORM OF
EXHIBIT D HERETO, DESIGNATE SUCH SUBSIDIARY AS A "DESIGNATED SUBSIDIARY" FOR
PURPOSES OF THIS AGREEMENT AND SUCH SUBSIDIARY SHALL THEREUPON BECOME A
"DESIGNATED SUBSIDIARY" FOR PURPOSES OF THIS AGREEMENT AND, AS SUCH, SHALL HAVE
ALL OF THE RIGHTS AND OBLIGATIONS OF A BORROWER HEREUNDER.
JPMORGAN CHASE, AS
ADMINISTRATIVE AGENT, SHALL PROMPTLY NOTIFY EACH LENDER OF EACH SUCH DESIGNATION
BY KRAFT AND THE IDENTITY OF THE RESPECTIVE SUBSIDIARY.
(B)
TERMINATION.
UPON THE PAYMENT AND
PERFORMANCE IN FULL OF ALL OF THE INDEBTEDNESS, LIABILITIES AND OBLIGATIONS
UNDER THIS AGREEMENT OF ANY DESIGNATED SUBSIDIARY THEN, SO LONG AS AT THE TIME
NO NOTICE OF PRO RATA BORROWING OR NOTICE OF COMPETITIVE BID BORROWING IN
RESPECT OF SUCH DESIGNATED SUBSIDIARY IS OUTSTANDING, SUCH SUBSIDIARY'S STATUS
AS A "DESIGNATED SUBSIDIARY" SHALL TERMINATE UPON NOTICE TO SUCH EFFECT FROM
JPMORGAN CHASE, AS ADMINISTRATIVE AGENT, TO THE LENDERS (WHICH NOTICE JPMORGAN
CHASE, AS ADMINISTRATIVE AGENT, SHALL GIVE PROMPTLY, AND ONLY UPON ITS RECEIPT
OF A REQUEST THEREFOR FROM KRAFT).
THEREAFTER, THE LENDERS SHALL BE UNDER NO
FURTHER OBLIGATION TO MAKE ANY ADVANCE HEREUNDER TO SUCH FORMER DESIGNATED
SUBSIDIARY UNTIL SUCH TIME AS IT HAS BEEN REDESIGNATED A DESIGNATED SUBSIDIARY
BY KRAFT PURSUANT TO SECTION 9.08(A).
SECTION 9.09.
GOVERNING LAW.
THIS AGREEMENT AND THE
NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
SECTION 9.10.
EXECUTION IN COUNTERPARTS.
THIS
AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES
HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED
TO BE AN ORIGINAL AND ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND