Mondelez 2012 Annual Report Download - page 224

determination of such Applicable Regulatory Authority shall materially and adversely affect Supplier’s or its Subcontractors’ or
Managed Telecom Transport Providers’ ability to offer the Services under the terms and conditions set forth herein, Supplier shall
develop a proposal the purpose of which will be to provide comparable service to Kraft or an Eligible Recipient at rates at or below
those set forth in, and on terms and conditions substantially equivalent to those contained in, this Agreement, to the extent permissible
under applicable Laws. Kraft shall cooperate with Supplier in the development of such a proposal. Such service may be provided
under (i) other existing Supplier, Subcontractor or Managed Third Party Telecom Transport Provider tariffs (if that can be done at such
tariffs’ then-effective rates without further revision) or (ii) newly filed tariffs or regulatory submissions or (iii) public postings by
Supplier, Subcontractor or Managed Third Party Telecom Transport Provider of rates and other terms of service. If (x) Supplier is
unwilling or unable to develop such proposal within 20 business days of any such event, (y) such proposal is not reasonably acceptable
to Kraft and Kraft notifies Supplier thereof as soon as Kraft becomes aware it is not reasonably acceptable and provides Supplier with
ten (10) business days to cause the proposal to be reasonably acceptable to Kraft or (z) such proposal fails to take effect within 20
business days of the Parties’ agreement to such proposal, Kraft, as its sole remedy for the failure to develop or so implement such a
proposal, shall have the right to terminate any affected portions of this Agreement in accordance with Section 4.5.1 . A proposal shall
be deemed not reasonably acceptable to Kraft if it fails to comply with applicable Law, increases Kraft’s total costs of receiving the
Services, requires material changes to Kraft’s or an Eligible Recipient’
s facilities, systems, software, utilities, tools or equipment, has a
material adverse impact on the functionality, interoperability, performance, accuracy, speed, responsiveness, quality or resource
efficiency of the Services or violates or is inconsistent with Kraft Standards or Strategic Plans as specified in Section 9.5 .
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS
THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE
VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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9.15.2
Regulatory Submission
. To the extent required by Law, and within 30 days after the Effective Date of this Agreement, Supplier, its
Subcontractors and/or any Managed Third Party Telecom Transport Provider shall file any applicable tariff, tariff option or other
regulatory submission required to implement the Agreement. Such filing shall be consistent in all material respects with all applicable
provisions of this Agreement and shall not be less favorable to Kraft and the Eligible Recipients than the rates and other terms and
conditions of this Agreement. Supplier shall make a copy of any applicable filings available to Kraft for Kraft’s review and inspection
and shall provide Kraft with a copy of all amendments to such tariffs or other filings having a bearing on the Agreement when such
amendments are filed with the appropriate governmental agencies. In addition, Supplier shall provide a draft of any revisions that may
substantively affect Kraft’s rights and obligations under this Agreement at least 10 days before such revisions are filed with and
Applicable Regulatory Authority, where feasible. If Supplier, its Subcontractors and/or any Managed Third Party Telecom Transport
Provider makes revisions to a tariff, tariff option or other submission that materially and adversely affect Kraft’s rights hereunder
without obtaining Kraft’s prior written consent, Kraft shall have the right to terminate any affected portions of this Agreement without
payment of Termination Charges or other liability.
9.15.3
Agreement to Not Interpose Defense
. Each of the Parties agrees that it will not (and Supplier shall cause its Subcontractors and use
commercially reasonable efforts to cause Managed Telecom Transport Providers not to) interpose as a defense in any action to enforce
the other Party’s rights under this Agreement that such terms and conditions are invalid or unenforceable because of inconsistency
with Supplier’s or its Subcontractors’ or Managed Telecom Transport Providers’ tariffs, tariff options or other regulatory submission,
if any.