Mondelez 2013 Annual Report Download - page 176

be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise),
and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt
unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders; or any Debt of
any Borrower or Mondelēz or any Major Subsidiary which is outstanding in a principal amount of at least $100,000,000 in the aggregate
(but excluding Debt arising under this Agreement) shall be declared to be due and payable, or required to be prepaid (other than by a
scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be
required to be made, in each case prior to the stated maturity thereof as a result of a breach by such Borrower, Mondelēz or such Major
Subsidiary (as the case may be) of the agreement or instrument relating to such Debt unless adequate provision for the payment of such
Debt has been made in form and substance satisfactory to the Required Lenders; or
(e) Any Borrower or Mondelēz or any Major Subsidiary shall generally not pay its debts as such debts become due, or shall admit in
writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be
instituted by or against any Borrower or Mondelēz or any Major Subsidiary seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating
to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver,
trustee, or other similar official for it or for any substantial part of its property, and, in the case of any such proceeding instituted against it
(but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days or any of the actions sought
in such proceeding (including, without limitation, the entry of an order for relief against it or the appointment of a receiver, trustee,
custodian or other similar official for it or for any of its property constituting a substantial part of the property of Mondelēz and its
Subsidiaries taken as a whole) shall occur; or any Borrower or Mondelēz or any Major Subsidiary shall take any corporate action to
authorize any of the actions set forth above in this subsection (e); or
(f) Any judgment or order for the payment of money in excess of $100,000,000 shall be rendered against any Borrower or Mondelēz
or any Major Subsidiary and there shall be any period of 60 consecutive days during which a stay of enforcement of such unsatisfied
judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or
(g) Any Borrower, Mondelēz or any ERISA Affiliate shall incur, or shall be reasonably likely to incur, liability as a result of one or
more of the following: (i) the occurrence of any ERISA Event; (ii) the partial or complete withdrawal of any Borrower, Mondelēz or any
ERISA Affiliate from a Multiemployer Plan; or (iii) the reorganization or termination of a Multiemployer Plan, in each case that would,
individually or in the aggregate, materially adversely affect the financial condition or operations of Mondelēz and its Subsidiaries taken as
a whole; provided , however , that no Default or Event of Default under this Section 6.01(g) shall be deemed to have occurred if the
Borrower, Mondelēz or any ERISA Affiliate shall have made arrangements satisfactory to the PBGC or the Required Lenders to discharge
or otherwise satisfy such liability (including the posting of a bond or other security); or
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