Danaher 2009 Annual Report Download - page 151

Borrower until the date five Business Days after such effective date. If an Applicant Borrower is unable to provide the documentation or other information
requested by the Administrative Agent as a condition to such Applicant Borrower being entitled to request Committed Loans hereunder, then subject to the
satisfaction of the other conditions set forth in this Section 2.14(a) with respect to such Applicant Borrower in the sole reasonable discretion of the
Administrative Agent, with the consent of the Administrative Agent (but without any consent of any Lenders), any such Applicant Borrower shall nonetheless
be entitled to request Bid Loans as a Borrower hereunder, but notwithstanding anything contrary contained in this Agreement such Applicant Borrower shall
not be entitled to receive any Committed Loans and shall not be a Borrower with respect to Committed Loans (and the Designated Borrower Notice for such
Applicant Borrower shall so indicate).
(b) The Obligations of each Designated Borrower which is a Foreign Subsidiary shall be several in nature. The Obligations of each Designated Borrower
shall be guaranteed by the Company pursuant to the Company Guaranty.
(c) Each Subsidiary of the Company that becomes a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably appoints the Company as
its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and
delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made
by the Lenders, to any such Designated Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be
valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the
Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other
communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower.
(d) Any Lender may, with notice to the Administrative Agent and the Company pursuant to Section 11.07(k), fulfill its Commitment hereunder in
respect of any Committed Loans requested to be made by such Lender to a Designated Borrower not organized under the laws of the United States or any State
thereof, by causing an Affiliate of such Lender to act for such Lender to make such Committed Loans to such Designated Borrower in the place and stead of
such Lender as provided in Section 11.07(k).
(e) If any Lender determines that it would be unlawful under applicable Law, or that any Governmental Authority has asserted that it is unlawful, for
such Lender to make, maintain or fund Committed Loans to an Applicant Borrower, then such Lender may deliver written notice of such determination not
later than 10 Business Days following receipt by such Lender of the applicable Designated Borrower Request and Assumption Agreement for such Applicant
Borrower pursuant to Section 2.14(a), which notice shall describe in reasonable detail the Law or assertion of a Governmental Authority giving rise to such
impediment. The Company shall have the right to replace any Lender delivering such a notice as provided in Section 11.16. Following delivery of such notice
by a Lender with respect to an Applicant Borrower the Administrative Agent shall not deliver a Designated Borrower Notice confirming such Applicant
Borrower as a Designated Borrower which is permitted to request Committed Loans hereunder unless and until such Lender has been replaced pursuant to
Section 11.16. Notwithstanding any such notice, this Section 2.14(e) shall not limit the Administrative Agent’s authority to deliver a Designated Borrower
Notice confirming an Applicant Borrower as a Designated Borrower which is permitted to request Bid Loans hereunder.
33
Credit Agreement
Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,
except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.