(vi) A favorable opinion of Shearman & Sterling LLP, counsel for the Administrative Agent and the
Syndication Agent.
SECTION 3.02. Conditions Precedent to the Initial Borrowing of Each Designated Subsidiary. The obligation of
each Lender to make an initial Advance to each Designated Subsidiary following its designation as a Borrower hereunder pursuant to
Section 9.08 on the occasion of the initial Borrowing thereby is subject to the Administrative Agent's receipt on or before the date of
such initial Borrowing of each of the following, in form and substance satisfactory to the Administrative Agent and dated such date:
(a) The Designation Letter of such Designated Subsidiary, in substantially the form of Exhibit F hereto.
(b) A Note of such Designated Subsidiary to the order of each of the Lenders that has requested a Note in
accordance with Section 2.20.
(c) A certificate of the Secretary or an Assistant Secretary (or person performing similar functions) of such
Designated Subsidiary certifying (A) appropriate resolutions of the board of directors (or persons performing similar
functions) of such Designated Subsidiary approving this Agreement and its Notes, and all documents evidencing other
necessary corporate (or equivalent) action and governmental approvals, if any, with respect to this Agreement and its Notes
(copies of which shall be attached thereto), (B) copies of the by-laws (or the equivalent thereof) of such Designated
Subsidiary (copies of which shall be attached thereto) and (C) the names and true signatures of the officers of such
Designated Subsidiary authorized to sign the Designation Letter of such Designated Subsidiary and its Notes and the other
documents to be delivered by such Designated Subsidiary hereunder.
(d) A copy of the charter or articles (or other similar organizational document) of such Designated Subsidiary,
certified (as of a date reasonably near the date of such Borrowing) as being a true and complete copy thereof by the Secretary
of State (or other appropriate Governmental Authority) of the jurisdiction of organization of such Designated Subsidiary or, if
such certificate is not provided in the jurisdiction of organization of such Designated Subsidiary, certified (as of a date
reasonably near the date of such Borrowing) as being a true and complete copy thereof by a duly authorized officer of such
Designated Subsidiary.
(e) A copy of a certificate of the Secretary of State (or other appropriate Governmental Authority) of the
jurisdiction of organization of such Designated Subsidiary, dated reasonably near the date of such Borrowing, certifying
that such Designated Subsidiary is duly organized and in good standing (or the equivalent thereof) under the laws of the
jurisdiction of its organization.
(f) A certificate signed by a duly authorized officer of such Designated Subsidiary, dated as of the date of such
Borrowing, certifying that such Designated Subsidiary has obtained all authorizations, consents, approvals (including,
without limitation, exchange control approvals) and licenses of any Governmental Authority or
44
Source: BLACK & DECKER CORP, 10-K, February 19, 2010 Powered by Morningstar
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