Mondelez 2013 Annual Report Download - page 164

(g) In the event that a Designated Subsidiary is a Foreign Subsidiary of Mondelēz, each Lender shall promptly complete and deliver
to such Borrower and the Administrative Agent, or, at their request, to the applicable taxing authority, so long as such Lender is legally eligible
to do so, any certificate or form reasonably requested in writing by such Borrower or the Administrative Agent and required by applicable law in
order to secure any applicable exemption from, or reduction in the rate of, deduction or withholding of the applicable Home Jurisdiction Non-
U.S. Withholding Taxes for which such Borrower is required to pay additional amounts pursuant to this Section 2.15.
(h) Any Lender claiming any additional amounts payable pursuant to this Section 2.15 agrees to use reasonable efforts (consistent
with its internal policy and legal and regulatory restrictions) to select or change the jurisdiction of its Applicable Lending Office if the making of
such a selection or change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would
not, in the reasonable judgment of such Lender be otherwise materially economically disadvantageous to such Lender.
(i) No additional amounts will be payable pursuant to this Section 2.15 with respect to any Tax to the extent such Tax would not have
been payable had the Lender fulfilled its obligations under paragraph (e), (f) or (g) of this Section 2.15, as applicable.
(j) If any Lender or the Administrative Agent, as the case may be, obtains a refund of any Tax for which payment has been made
pursuant to this Section 2.15, or, in lieu of obtaining such refund, such Lender or the Administrative Agent applies the amount that would
otherwise have been refunded as a credit against payment of a liability in respect of taxes, which refund or credit in the good faith judgment of
such Lender or the Administrative Agent, as the case may be, (and without any obligation to disclose its tax records) is allocable to such
payment made under this Section 2.15, the amount of such refund or credit (together with any interest received thereon and reduced by
reasonable out-of-pocket costs incurred in obtaining such refund or credit and by any applicable taxes) promptly shall be paid to the applicable
Borrower to the extent payment has been made in full by such Borrower pursuant to this Section 2.15.
SECTION 2.16 Sharing of Payments, Etc . If any Lender shall obtain any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise) on account of the Pro Rata Advances owing to it (other than pursuant to Section 2.12, 2.15 or 9.04
(b) or (c)) in excess of its ratable share of payments on account of the Pro Rata Advances obtained by all the Lenders, such Lender shall
forthwith purchase from the other Lenders such participations in the Pro Rata Advances made by them as shall be necessary to cause such
purchasing Lender to share the excess payment ratably with each of them; provided , however , that if all or any portion of such excess payment
is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the
purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to
the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any
interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that any
Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise all
its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such
Borrower in the amount of such participation.
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