Danaher 2009 Annual Report Download - page 161

. The obligation of each Lender to honor any Request for Borrowing (other than a Committed Loan Notice requesting
only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent:
(a) The representations and warranties of the Borrowers contained in Article V or any representations and warranties of any Loan Party in other Loan
Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of
the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true
and correct as of such earlier date, and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsections (a) and
(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (ii) the
representations and warranties in subsection (c) of Section 5.05 and subsection (b) of Section 5.06, need only be true and correct on and as of the Closing
Date.
(b) No Default shall exist, or would result from such proposed Borrowing.
(c) The Administrative Agent and, if applicable, the Swing Line Lender, shall have received a Request for Borrowing in accordance with the
requirements hereof.
(d) If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated
Borrower shall have been met to the satisfaction of the Administrative Agent.
(e) In the case of a Committed Borrowing to be denominated in an Alternative Currency, there shall not have occurred any change in national or
international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative
Agent or the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) would make it impracticable for such Borrowing to be
denominated in the relevant Alternative Currency.
Each Request for Borrowing (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of
Eurocurrency Rate Loans) submitted by the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and
(b) have been satisfied on and as of the date of the applicable Borrowing.


Each Borrower represents and warrants to the Administrative Agent and the Lenders that:
  . Each Loan Party (a) is duly organized or formed, validly existing and in good
standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental
licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the
Loan Documents to which it is a party, (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership,
lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case
referred to in clause (b)(i), (c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
  . The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is
party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such
Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, (i) any Contractual
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Credit Agreement
Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
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