Mondelez 2013 Annual Report Download - page 178

pursuant to Section 5.01(c)(iv). Notwithstanding any provision to the contrary contained elsewhere herein, no Agent shall have any duties or
responsibilities, except those expressly set forth herein, nor shall any Agent have or be deemed to have any fiduciary relationship with any
Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or
otherwise exist against any Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein with reference to
any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law.
Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between
independent contracting parties.
SECTION 7.02 Administrative Agent’s Reliance, Etc . Neither the Administrative Agent nor any of its 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 Agent:
(a) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the 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 Mondelēz 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) makes 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 by Mondelēz or any Borrower;
(d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions
of this Agreement on the part of Mondelēz or any Borrower or to inspect the property (including the books and records) of Mondelēz or
such Borrower other than items or payments expressly required to be delivered or made to the Administrative Agent hereunder;
(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, telex, registered mail or, for the purposes of Section 2.02(a) or 2.07(b), email) believed by
it to be genuine and signed or sent by the proper party or parties.
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