Mondelez 2013 Annual Report Download - page 158

(v) Mondelēz shall be permitted to replace any Lender that is a Non-Extending Lender with a replacement financial institution or
other entity (each, a “ New Lender ”); provided that (A) the New Lender shall purchase, at par, all Advances and other amounts owing to
such replaced Lender on or prior to the date of replacement, (B) the Borrower shall be liable to such replaced Lender under Section 9.04(b)
if any LIBO Rate Advance or Floating Rate Bid Advance owing to such replaced Lender shall be purchased other than on the last day of
the Interest Period relating thereto, (C) the replaced Lender shall be obligated to assign its Commitment and Advances to the applicable
replacement Lender or Lenders in accordance with the provisions of Section 9.07 ( provided that Mondelēz shall be obligated to pay the
processing and recordation fee referred to therein), (D) until such time as such replacement shall be consummated, the Borrower shall pay
all additional amounts (if any) required pursuant to Section 2.12 or 2.15(a), as the case may be and (E) any such replacement shall not be
deemed to be a waiver of any rights that Mondelēz, the Borrower, the Administrative Agent or any other Lender shall have against the
replaced Lender.
(vi) If the Extending Lenders and the New Lenders are willing to commit amounts that, in an aggregate, exceed the amount of the
Commitments of the Non-Extending Lenders, Mondelēz and the Administrative Agent shall allocate the Commitments of the Non-
Extending Lenders among them.
(vii) If any financial institution or other entity becomes a New Lender or any Extending Lender’s Commitment is increased pursuant
to this Section 2.10(b), Pro Rata Advances made on or after the applicable Extension Date shall be made in accordance with the pro rata
provisions of Section 2.01 based on the respective Commitments in effect on and after the applicable Extension Date.
(viii) In connection herewith, the Administrative Agent shall enter in the Register (A) the names of any New Lenders, (B) the
respective allocations of any Extending Lenders and New Lenders effective as of each Extension Date and (C) the Termination Date
applicable to each Lender.
SECTION 2.11 Optional Prepayments of Pro Rata Advances . Each Borrower may, in the case of any LIBO Rate Advance, upon at
least three Business Days’ notice to the Administrative Agent or, in the case of any Base Rate Advance, upon notice given to the Administrative
Agent not later than 9:00 a.m. (New York City time) on the date of the proposed prepayment, in each case stating the proposed date and
aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay the outstanding principal amount of the
Pro Rata Advances comprising part of the same Pro Rata Borrowing in whole or ratably in part, together with accrued interest to the date of such
prepayment on the principal amount prepaid; provided , however , that (x) each partial prepayment shall be in an aggregate principal amount of
no less than $50,000,000 or the remaining balance if less than $50,000,000 and (y) in the event of any such prepayment of a LIBO Rate
Advance, such Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04(b).
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