(b) The Borrowers shall have the right, upon at least three Business Days' notice to the Administrative Agent,
to terminate in whole or permanently reduce ratably in part the unused Letter of Credit Commitments of the Issuing Banks, provided
that each partial reduction (i) shall be in the aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof
and (ii) shall, to the extent practicable, be made ratably among the Issuing Banks in accordance with their Letter of Credit
Commitments.
SECTION 2.06. Repayment of Advances. (a) Repayment of Advances. Each Borrower shall repay to the
Administrative Agent, for the account of each Lender, on the Termination Date applicable to such Lender, the aggregate principal
amount of all Advances made to such Borrower by such Lender and outstanding on such date.
(b) Letter of Credit Reimbursements. The obligations of each Borrower under this Agreement, any Letter of
Credit Agreement and any other agreement or instrument, in each case, relating to any Letter of Credit shall be unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this Agreement, such Letter of Credit Agreement and such other
agreement or instrument under all circumstances, including, without limitation, the following circumstances (it being understood that
any such payment by any Borrower is without prejudice to, and does not constitute a waiver of, any rights such Borrower might have
or might acquire as a result of the payment by any Issuing Bank of any draft or the reimbursement by such Borrower thereof):
(i) any lack of validity or enforceability of this Agreement, any Letter of Credit, any Letter of Credit
Agreement or any other agreement or instrument, in each case, relating thereto (all of the foregoing being, collectively, the
"L/C Related Documents");
(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the
obligations of any Borrower in respect of any L/C Related Document or any other amendment or waiver of or any consent to
departure from all or any of the L/C Related Documents;
(iii) the existence of any claim, set-off, defense or other right that any Borrower may have at any time against
any beneficiary or any transferee of a Letter of Credit (or any Persons for which any such beneficiary or any such transferee
may be acting), any Issuing Bank, the Administrative Agent, any Lender or any other Person, whether in connection with the
transactions contemplated by the L/C Related Documents or any unrelated transaction;
(iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(v) payment by any Issuing Bank under a Letter of Credit against presentation of a draft or certificate that does
not strictly comply with the terms of such Letter of Credit;
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Source: BLACK & DECKER CORP, 10-K, February 19, 2010 Powered by Morningstar
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