Mondelez 2012 Annual Report Download - page 535

required in accordance with Section I (c), or permit payment of Trust assets to the Company (except that nothing in this Section (b) shall be
construed to prohibit the Trustee from making payments to the Company as directed by the Administrator to reimburse the Company for
benefits previously paid by the Company to Plan participants and which, in the absence of such payments by the Company, would be paid
by the Trust).
Section 13. Miscellaneous.
(a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating
the remaining provisions hereof.
(b) Benefits payable to Plan participants and their beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law
or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.
(c) This Trust Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
(d) Trustee represents that it qualifies for Federal Deposit Insurance Corporation(“FDIC”) pro rata worth pass-through insurance coverage
in accordance with the standards set forth in applicable federal law and FDIC insurance regulations. If Trustee fails at any time in the future to so
qualify for pro rata worth pass-through insurance coverage, it will promptly notify Company.
(e) In no event will Trustee have any obligation to provide, and in no event will Trustee provide, any legal, tax, accounting, audit or other
advice to Company with respect to the Plan or this Trust. Company acknowledges that it will rely exclusively on the advice of its accountants
and/or attorneys with respect to all legal, tax, accounting, audit and other advice required or desired by Company with respect to the Plan or this
Trust. Company acknowledges that Trustee has not made any representations of any kind, and will not make any representations of any kind,
concerning the legal, tax, accounting, audit or other treatment of the Plan or this Trust.
(f) Company acknowledges that Trustee is not an advisor concerning or a promoter with respect to the Plan or the Trust, but merely is a
service provider offering the Trust services expressly set forth in this Agreement. In particular, Company acknowledges that Trustee is not a joint
venture or partner with Company’s accountants, auditors, consultants or with any other party, with respect to the Plan or this Trust, and that
Trustee and Company’s accountants, auditors and consultants at all times remain independent parties dealing at arm’
s length, and independently,
with each other and with Company.
(g) For purposes of this Trust, the term “Change in Control” means the occurrence of any of the following events:
(1) Acquisition of 20% or more of the outstanding voting securities of the Company by another entity or group; excluding, however,
the following:
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