Mondelez 2013 Annual Report Download - page 140

provide such Lender with immunity from the jurisdiction of the courts within the United States or from the enforcement of judgments or writs of
attachment on its assets or permit such Lender (or Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any
contracts or agreements made with such Lender.
“ Designated Subsidiary ” means any wholly-owned Subsidiary of Mondelēz designated for borrowing privileges under this
Agreement pursuant to Section 9.08.
“ Designation Agreement ” means, with respect to any Designated Subsidiary, an agreement in the form of Exhibit D hereto signed
by such Designated Subsidiary and Mondelēz.
“ Dollars ” and the “ $ ” sign each means lawful currency of the United States of America.
“ Domestic Lending Office ” means, with respect to any Lender, the office of such Lender specified as its “Domestic Lending
Office” opposite its name on Schedule II hereto or in the Assignment and Acceptance pursuant to which it became a Lender, or such other office
of such Lender as such Lender may from time to time specify to Mondelēz and the Administrative Agent.
“ Effective Date ” has the meaning specified in Section 3.01.
“ Eligible Assignee ” means (i) a commercial bank organized under the laws of the United States, or any State thereof, and having
total assets in excess of $5,000,000,000; (ii) a commercial bank organized under the laws of any other country which is a member of the
Organization for Economic Cooperation and Development (or any successor) (“ OECD ”), or a political subdivision of any such country, and
having total assets in excess of $5,000,000,000, provided
that such bank is acting through a branch or agency located in the country in which it is
organized or another country which is also a member of the OECD or the Cayman Islands; (iii) the central bank of any country which is a
member of the OECD; (iv) a commercial finance company or finance Subsidiary of a corporation organized under the laws of the United States,
or any State thereof, and having total assets in excess of $3,000,000,000; (v) an insurance company organized under the laws of the United
States, or any State thereof, and having total assets in excess of $5,000,000,000; (vi) any Lender; (vii) an affiliate of any Lender; and (viii) any
other bank, commercial finance company, insurance company or other Person approved in writing by Mondelēz (such approval not to be
unreasonably withheld, delayed or conditioned), which approval shall be notified to the Administrative Agent; provided , that none of Mondelēz
or its Subsidiaries, a Defaulting Lender or a natural person shall be permitted to be an Eligible Assignee.
“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations
promulgated and rulings issued thereunder.
“ ERISA Affiliate ” means any Person that for purposes of Title IV of ERISA is a member of any Borrower’s controlled group, or
under common control with any Borrower, within the meaning of Section 414 of the Internal Revenue Code.
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