Mondelez 2013 Annual Report Download - page 177

(h) So long as any Subsidiary of Mondelēz is a Designated Subsidiary, the Guaranty provided by Mondelē
z under Article VIII hereof
shall for any reason cease (other than in accordance with the provisions of Article VIII) to be valid and binding on Mondelēz or Mondelēz
shall so state in writing.
SECTION 6.02 Lenders’ Rights upon Event of Default . If an Event of Default occurs and is continuing, then the Administrative
Agent shall at the request, or may with the consent, of the Required Lenders, by notice to Mondelēz:
(a) declare the obligation of each Lender to make further Advances to be terminated, whereupon the same shall forthwith terminate,
and
(b) declare all the Advances then outstanding, all interest thereon and all other amounts payable under this Agreement to be forthwith
due and payable, whereupon the Advances then outstanding, all such interest and all such amounts shall become and be forthwith due and
payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrowers;
provided , however , that in the event of an actual or deemed entry of an order for relief with respect to any Borrower or Mondelēz under
the Federal Bankruptcy Code or any equivalent bankruptcy or insolvency laws of any state or foreign jurisdiction, (i) the obligation of each
Lender to make Advances shall automatically be terminated and (ii) the Advances then outstanding, all such interest and all such amounts
shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are
hereby expressly waived by the Borrowers.
ARTICLE VII
The Administrative Agent
SECTION 7.01 Authorization and Action
. Each Lender hereby appoints and authorizes the Administrative Agent to take such action
as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms
hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this
Agreement (including, without limitation, enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from
acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes;
provided , however , that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal
liability or that is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Lender prompt notice of each
notice given to it by Mondelēz or any Borrower as required by the terms of this Agreement or at the request of Mondelēz or such Borrower, and
any notice provided
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