Mondelez 2013 Annual Report Download - page 160

Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or
foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case be deemed to be a change in law or regulation after the date
hereof regardless of the date enacted, adopted or issued.
SECTION 2.13 Illegality . Notwithstanding any other provision of this Agreement, if any Lender shall notify the Administrative
Agent that the introduction of or any change in, or in the interpretation of, any law or regulation makes it unlawful, or any central bank or other
Governmental Authority asserts that it is unlawful, for any Lender or its Eurocurrency Lending Office to perform its obligations hereunder to
make LIBO Rate Advances or Floating Rate Bid Advances or to fund or maintain LIBO Rate Advances or Floating Rate Bid Advances, (a) each
LIBO Rate Advance or Floating Rate Bid Advances, as the case may be, of such Lender will automatically, upon such demand, be Converted
into a Base Rate Advance or an Advance that bears interest at the rate set forth in Section 2.04(a)(i), as the case may be, and (b) the obligation of
the Lenders to make LIBO Rate Advances or Floating Rate Bid Advances or to Convert Base Rate Advances into LIBO Rate Advances shall be
suspended, in each case, until the Administrative Agent shall notify Mondelēz and the Lenders that the circumstances causing such suspension
no longer exist, in each case, subject to Section 9.04(b) hereof; provided , however , that before making any such demand, each Lender agrees to
use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurocurrency Lending
Office if the making of such a designation would allow such Lender or its Eurocurrency Lending Office to continue to perform its obligations to
make LIBO Rate Advances or Floating Rate Bid Advances or to continue to fund or maintain LIBO Rate Advances or Floating Rate Bid
Advances, as the case may be, and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.
SECTION 2.14 Payments and Computations .
(a) Time and Distribution of Payments . Mondelēz and each Borrower shall make each payment hereunder, without set-off or
counterclaim, not later than 11:00 a.m. (New York City time) on the day when due to the Administrative Agent at the Administrative Agent
Account in same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of
principal or interest or Facility Fees ratably (other than amounts payable pursuant to Section 2.07, 2.12, 2.15 or 9.04(b)) to the Lenders for the
accounts of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to
such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. From
and after the effective date of an Assignment and Acceptance pursuant to Section 9.07, the Administrative Agent shall make all payments
hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall
make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.
(b) Computation of Interest and Fees . All computations of interest based on the Administrative Agent’s prime rate shall be made by
the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be. All computations of interest based on the LIBO Rate or
the Federal Funds Effective Rate and of Facility Fees shall be made by the
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