Mondelez 2013 Annual Report Download - page 139

“ Convert ,” “ Conversion ” and “ Converted ”
each refers to a conversion of Pro Rata Advances of one Type into Pro Rata Advances
of the other Type pursuant to Section 2.06, 2.08 or 2.13.
“ Debt ” means (i) indebtedness for borrowed money or for the deferred purchase price of property or services, whether or not
evidenced by bonds, debentures, notes or similar instruments, (ii) obligations as lessee under leases that, in accordance with accounting
principles generally accepted in the United States, are recorded as capital leases, and (iii) obligations under direct or indirect guaranties in respect
of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of,
indebtedness or obligations of any other Person of the kinds referred to in clause (i) or (ii) above.
“ Default ”
means any event specified in Section 6.01 that would constitute an Event of Default but for the requirement that notice be
given or time elapse or both.
“ Defaulting Lender ” means any Lender, as reasonably determined by the Administrative Agent, that has (a) failed to fund any
portion of its Advances within three Business Days of the date required to be funded by it hereunder, (b) notified any Borrower, the
Administrative Agent or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has
made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or generally under other
agreements in which it commits to extend credit, (c) failed, within three Business Days after written request by the Administrative Agent, to
confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Advances, provided that such Lender
shall cease to be a Defaulting Lender pursuant to this clause (c) upon the Administrative Agent’s receipt of such confirmation in form and
substance satisfactory to the Administrative Agent, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other
amount required to be paid by it hereunder within three Business Days of the date when due, or (e) become the subject of a bankruptcy or
insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or
indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the
subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action
in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, in the case of clauses
(a) through (d) unless the subject of a good faith dispute and such Lender has notified the Administrative Agent in writing of such; provided
that,
for the avoidance of doubt, a Lender shall not be a Defaulting Lender solely by virtue of (i) the ownership or acquisition of any ownership
interest in such Lender or a parent company thereof or the exercise of control over a Lender or parent company thereof by a Governmental
Authority or instrumentality thereof or (ii) in the case of a solvent Lender or parent company thereof, as the case may be, the precautionary
appointment of an administrator, guardian, custodian or other similar official by a Governmental Authority under or based on the law of the
country where such Person is subject to home jurisdiction supervision if applicable law requires that such appointment not be publicly disclosed
in any such case, where such action does not result in or
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