Mondelez 2013 Annual Report Download - page 180

SECTION 7.06 Successor Administrative Agent . The Administrative Agent may resign at any time by giving written notice thereof
to the Lenders and Mondelēz and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal
of the Administrative Agent, the Required Lenders shall have the right to appoint a successor Administrative Agent (with the consent of
Mondelēz so long as no Event of Default shall have occurred and be continuing). If no successor Administrative Agent shall have been so
appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’
s giving of
notice of resignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may (with
the consent of Mondelēz so long as no Event of Default shall have occurred and be continuing), on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be (a) a Lender and (b) a commercial bank organized under the laws of the United States of America or of any
State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations under this Agreement; provided that should the Administrative Agent for any reason not appoint a
successor Administrative Agent, which it is under no obligation to do, then the rights, powers, discretion, privileges and duties referred to in this
Section 7.06 shall be vested in the Required Lenders until a successor Administrative Agent has been appointed. After any retiring
Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as
to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.
SECTION 7.07 Co-Administrative Agents, Syndication Agent, Co-Documentation Agents, Joint Bookrunners and Joint Lead
Arrangers . (i) JPMorgan Chase Bank, N.A. and Deutsche Bank AG New York Branch have been designated as Co-Administrative Agents,
(ii) Citibank, N.A. has been designated as Syndication Agent, (iii) Credit Suisse AG, Cayman Islands Branch and HSBC Bank USA, N.A. have
been designated as Co-Documentation Agents, (iv) J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,
Credit Suisse Securities (USA) LLC. and HSBC Securities (USA) Inc. have been designated as Joint Bookrunners under this Agreement and
(v) J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and HSBC
Securities (USA) Inc. have been designated as Joint Lead Arrangers under this Agreement, but the use of the aforementioned titles does not
impose on any of them any duties or obligations greater than those of any other Lender.
SECTION 7.08 Withholding Tax . To the extent required by any applicable law, the Administrative Agent may withhold from any
payment to any Lender an amount equivalent to any applicable withholding tax. Without limiting or expanding the provisions of Section 2.15(a)
or (c), each Lender shall, and does hereby, indemnify the Administrative Agent against, and shall make payable in respect thereof within 30 days
after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and
disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue
Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold tax from amounts paid to
or for the account of such Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly
executed, or because such Lender failed to
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