Mondelez 2013 Annual Report Download - page 169

Section 3.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter
required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent
responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that Mondelēz, by
notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto.
SECTION 3.02 Initial Advance to Each Designated Subsidiary . The obligation of each Lender to make an initial Advance to each
Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to
the receipt by the Administrative Agent on or before the date of such initial Advance of each of the following, in form and substance satisfactory
to the Administrative Agent and dated such date, and in sufficient copies for each Lender:
(a) Certified copies of the resolutions of the Board of Directors of such Designated Subsidiary (with a certified English translation if
the original thereof is not in English) approving this Agreement, and of all documents evidencing other necessary corporate action and
governmental approvals, if any, with respect to this Agreement.
(b) A certificate of a proper officer of such Designated Subsidiary certifying the names and true signatures of the officers of such
Designated Subsidiary authorized to sign this Agreement and the other documents to be delivered hereunder.
(c) A certificate signed by a duly authorized officer of the Designated Subsidiary, dated as of the date of such initial Advance,
certifying that such Designated Subsidiary shall have obtained all governmental and third party authorizations, consents, approvals
(including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Designated
Subsidiary to execute and deliver this Agreement and to perform its obligations thereunder.
(d) The Designation Agreement of such Designated Subsidiary, substantially in the form of Exhibit D hereto.
(e) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial
Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit F hereto.
(f) All information relating to any such Designated Subsidiary reasonably requested by any Lender through the Administrative Agent
not later than two Business Days after such Lender shall have been notified of the designation of such Designated Subsidiary under
Section 9.08 in order to allow such Lender to comply with “know your customer” regulations or any similar rules or regulations under
applicable foreign laws.
(g) Such other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request.
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