Mondelez 2013 Annual Report Download - page 186

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 Mondelēz hereunder, the
agreements and obligations of each Borrower and Mondelēz contained in Section 2.02(c), 2.05, 2.12, 2.15, this Section 9.04(b) and Section 9.04
(c) shall survive the payment in full of principal and interest hereunder.
(c) Indemnification . Each Borrower and Mondelēz jointly and severally agrees to indemnify and hold harmless each Agent, each
Joint Lead Arranger 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, damages, losses, liabilities and expenses (including, without limitation,
reasonable fees and disbursements of counsel) which may be incurred by or asserted against any Indemnified Party, in each case in connection
with or arising out of, or in connection with the preparation for or defense of, any investigation, litigation, or proceeding (i) related to this
Agreement or any of the other documents delivered hereunder, the Advances or any transaction or proposed transaction (whether or not
consummated) in which any proceeds of any Borrowing are applied or proposed to be applied, directly or indirectly, by any Borrower, whether
or not such Indemnified Party is a party to such transaction, or (ii) related to any Borrower’s or Mondelēz’s consummation of any transaction or
proposed transaction contemplated hereby (whether or not consummated) or entering into this Agreement, or to any actions or omissions of any
Borrower or Mondelē
z, any of their respective Subsidiaries or affiliates or any of its or their respective officers, directors, employees or agents in
connection therewith, in each case whether or not an Indemnified Party is a party thereto and whether or not such investigation, litigation or
proceeding is brought by Mondelēz or any Borrower or any other Person; provided , however , that neither any Borrower nor Mondelēz shall be
required to indemnify an Indemnified Party from or against any portion of such claims, damages, losses, liabilities or expenses that is found in a
final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct
of such Indemnified Party.
SECTION 9.05 Right of Set-Off . Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of
the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and
payable pursuant to the provisions of Section 6.02, each Lender is hereby authorized at any time and from time to time after providing written
notice to the Administrative Agent of its intention to do so, to the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or any of its
affiliates to or for the credit or the account of Mondelēz or any Borrower against any and all of the obligations of any Borrower or Mondelēz
now or hereafter existing under this Agreement, whether or not such Lender shall have made any demand under this Agreement and although
such obligations may be unmatured. Each Lender shall promptly notify the appropriate Borrower or Mondelēz, as the case may be, after any
such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-
off and application. The rights of
each Lender and its affiliates under this Section 9.05 are in addition to other rights and remedies (including, without limitation, other rights of
set-off) that such Lender and its affiliates may have.
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