other third party necessary for such Designated Subsidiary to execute and deliver its Designation Letter and its Notes and to
perform its obligations under this Agreement or any of its Notes.
(g) Evidence of acceptance by the Company of its appointment as the process agent of such Designated
Subsidiary in accordance with Section 9.12(a), in substantially the form of Exhibit G hereto.
(h) A favorable opinion of counsel for such Designated Subsidiary reasonably acceptable to the
Administrative Agent, dated the date of such Borrowing, in substantially the form of Exhibit E-3 hereto (subject to the
assumptions, qualifications and limitations customary for legal opinions in the jurisdiction for which such opinion is
delivered), and addressing such other matters as any Lender through the Administrative Agent may reasonably request.
(i) Such other documents, opinions and other information as any Lender, through the Administrative Agent,
may reasonably request.
SECTION 3.03. Conditions Precedent to Each Borrowing and Each Issuance. The obligation of each Lender to
make an Advance on the occasion of each Borrowing, and the obligations of each Issuing Bank to issue, or increase the Available
Amount of, a Letter of Credit, shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date
of such Borrowing or such issuance (a) the following statements shall be true (and each of the giving of the applicable Notice of
Borrowing and the acceptance by the Borrower that requested such Borrowing of the proceeds of such Borrowing and the giving of a
Notice of Issuance shall constitute a representation and warranty by such Borrower that on the date of such Borrowing or such
issuance or increase such statements are true):
(i) The representations and warranties contained in Section 4.01 (and, if such Borrowing shall have been
requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its
Designation Letter) are correct on and as of the date of such Borrowing or such issuance or increase, before and after giving
effect to such Borrowing or such issuance and to the application of the proceeds therefrom, as though made on and as of such
date; and
(ii) No event has occurred and is continuing, or would result from such Borrowing or such issuance or
increase or from the application of the proceeds therefrom, that constitutes a Default;
and (b) the Administrative Agent shall have received such other documents, opinions and other information as any Lender, through
the Administrative Agent, may reasonably request. Nothing in this Section 3.03 shall be construed to require any Borrower to satisfy
the conditions set forth herein solely upon the Conversion of one or more Borrowings in accordance with the terms of this Agreement.
SECTION 3.04. Conditions Precedent to Each Extension Date and Each Commitment Increase . The obligation of
each Consenting Lender and each Assuming Lender to extend the Termination Date pursuant to Section 2.17, and the obligation of
each Increasing
45
Source: BLACK & DECKER CORP, 10-K, February 19, 2010 Powered by Morningstar
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