Mondelez 2013 Annual Report Download - page 190

the Advances or other obligations under this Agreement (the “ Participant Register ”). The entries in the Participant Register shall be conclusive
absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such
participation for all purposes of this Agreement notwithstanding any notice to the contrary. No Lender shall have any obligation to disclose all or
any portion of a Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’
s interest
in any Commitments, Loans, or its other Obligations under this Agreement) except to the extent that such disclosure is necessary to establish that
such Commitment, Loan, or other Obligation is in registered form under Section 5f.103(c) of the United States Treasury Regulations or, if
different, under Sections 871(h) or 881(c) of the Code.
(f) Disclosure of Information . Any Lender may, in connection with any assignment or participation or proposed assignment or
participation pursuant to this Section 9.07, disclose to the assignee or participant or proposed assignee or participant, any information relating to
Mondelēz or any Borrower furnished to such Lender by or on behalf of Mondelēz or any Borrower; provided that, prior to any such disclosure,
the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any confidential information relating
to Mondelēz or any Borrower or any of their respective Subsidiaries received by it from such Lender.
(g) Regulation A Security Interest . Notwithstanding any other provision set forth in this Agreement, any Lender may at any time
create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Advances owing to it and any
Note or Notes held by it) in favor of any Federal Reserve Bank or central bank performing similar functions in accordance with applicable law.
(h) Replacement of Lenders
. In the event that (i) any Lender shall have delivered a notice pursuant to Section 2.13, (ii) any Borrower
shall be required to make additional payments to or for the account of any Lender under Section 2.12 or 2.15, (iii) any Lender (a “ Non-
Consenting Lender ”) shall withhold its consent to any amendment that requires the consent of all the Lenders and that has been consented to by
the Required Lenders or (iv) any Lender shall become a Defaulting Lender, Mondelēz shall have the right, at its own expense, upon notice to
such Lender and the Administrative Agent, (A) to terminate the Commitment of such Lender or (B) to require such Lender to transfer and assign
at par and without recourse (in accordance with and subject to the restrictions contained in Section 9.07) all its interests, rights and obligations
under this Agreement to one or more other financial institutions acceptable to Mondelēz and approved by the Administrative Agent (such
approval not to be unreasonably withheld or delayed), which shall assume such obligations; provided , that (x) in the case of any replacement of
a Non-Consenting Lender, each assignee shall have consented to the relevant amendment, (y) no such termination or assignment shall conflict
with any law or any rule, regulation or order of any Governmental Authority and (z) the Borrowers or the assignee (or assignees), as the case
may be, shall pay to each affected Lender in immediately available funds on the date of such termination or assignment the principal of and
interest accrued to the date of payment on the Advances made by it hereunder and all other amounts accrued for its account or owed to it
hereunder. Mondelēz will not have the right to terminate the commitment of any Lender, or to require any Lender to assign its rights and
interests hereunder, if, prior to such termination or assignment, as a result of a waiver by such Lender or otherwise, the circumstances
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