Mondelez 2012 Annual Report Download - page 291

In the event that any Party (i) commences a bankruptcy case or a bankruptcy case is commenced against a Party, (ii) becomes or is declared
insolvent, is the subject of insolvency or similar proceedings under state or federal law, or a receiver or similar officer or representative is
appointed with respect to all or substantially all of a Party’
s assets, (iii) passes a resolution for its voluntary liquidation, (iv) makes an assignment
for the benefit of all or substantially all of its creditors, (v) enters into an agreement or arrangement for the composition, extension, or
readjustment of substantially all of its obligations , or (vi) experiences an event analogous to any of the foregoing in any jurisdiction in which
any of its assets are situated, then the other Party may terminate this Agreement as of a date specified in a termination notice; provided, however,
that Supplier will not have the right to exercise such termination under this Section so long as Kraft pays for the Services to be received
hereunder in advance on a month-to-month basis. If any Party elects to terminate this Agreement due to the insolvency of the other Party, such
termination will be deemed to be a termination for cause hereunder.
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.
142
20.5
Termination for Insolvency
.
20.6
[ * * * ]
Rights Upon
[ * * * ]
Bankruptcy
.
20.6.1
General Rights
. In the event of [ * * * ] bankruptcy or other formal procedure referenced in
Section 20.5
or of the filing of any
petition under bankruptcy laws affecting the rights of [ * * * ] which is not stayed or dismissed within [ * * * ] days of filing, in
addition to the other rights and remedies set forth herein, to the maximum extent permitted by Law, subject to the qualifications in the
last two sentences below, [ * * * ] will have the right to retain and take possession for safekeeping all [ * * * ] to which [ * * * ] and/or
[ * * * ] are or would be entitled during the Term or upon the expiration or termination of this Agreement. [ * * * ] shall cooperate
fully with [ * * * ] and [ * * * ] and assist [ * * * ] and [ * * * ] in identifying and taking possession of the items listed in the preceding
sentence. [ * * * ] shall comply with [ * * * ] reasonable safety and security procedures, shall not have a right to access data or
materials which it would not have a right to obtain under the provisions of this Agreement, and shall use reasonable efforts to avoid
disruptions to [ * * * ] operations. [ * * * ] shall be excused of any failure or inability to perform [ * * * ] in accordance with this
Agreement to the extent caused by [ * * * ] actions. [ * * * ] will have the right to hold such [ * * * ] until such time as the trustee or
receiver in bankruptcy or other appropriate insolvency office holder can provide adequate assurances and evidence to [ * * * ] that they
will be protected from sale, release, inspection, publication, or inclusion in any publicly accessible record, document, material or
filing. [ * * * ] acknowledges that [ * * * ] has stated that without this material provision, [ * * * ] would not have entered into this
Agreement or provided any right to the possession or use of [ * * * ] Agreement. [ * * * ] may not use its rights under this section to
effect [ * * * ], nor will [ * * * ] exercise of its rights hereunder alter in any manner the pricing under the applicable Supplement. To
the extent [ * * * ] removal of any such [ * * * ] impairs [ * * * ] ability to perform, [ * * * ] shall be excused pursuant to [ * * * ],
provided that [ * * * ] shall retain all rights it would otherwise have under this Agreement [ * * * ] subject to the [ * * * ] under the
applicable Supplement.
20.6.2
Kraft Rights in Event of Bankruptcy Rejection
. Notwithstanding any other provision of this Agreement to the contrary, in the
event that Supplier becomes a debtor under the United States Bankruptcy Code (11 U.S.C. §101 et. seq. or any similar Law in any
other country (the
“
Bankruptcy Code
”
))
and rejects this Agreement pursuant to Section 365 of the Bankruptcy