Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur télécharger pdf (Page 146)

(b) All computations of interest that are based on clause (a) of the definition of "Base Rate" set forth in

Section 1.01 and of Facility Fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may

be, and all computations of interest that are otherwise based on the Eurodollar Rate or that are based on the Federal Funds Rate and of

the Applicable Utilization Fee and Letter of Credit commissions shall be made by the Administrative Agent on the basis of a year of

360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for

which such interest, fees or commissions are payable. Each determination by the Administrative Agent of an interest rate, fee or

commission hereunder shall be conclusive and binding for all purposes, absent manifest error.

Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be

included in the computation of payment of interest, fees or commissions, as the case may be; provided, however, that, if such

extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar

month, such payment shall be made on the immediately preceding Business Day.

(d) Unless the Administrative Agent shall have received notice from the Borrower required to make any

payment hereunder prior to the date on which such payment is due to the Lenders hereunder that such Borrower will not make such

payment in full, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent

on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due

date an amount equal to the amount then due such Lender. If and to the extent such Borrower shall not have so made such payment in

full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to

such Lender, together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such

Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

SECTION 2.14. Taxes. (a) Any and all payments by any Borrower hereunder or under the Notes shall be made, in

accordance with Section 2.13, free and clear of and without deduction for any and all present or future taxes, levies, imposts,

deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the

Administrative Agent, taxes imposed on its overall net income and franchise taxes imposed on it by the jurisdiction under the laws of

which such Lender or the Administrative Agent, as the case may be, is organized or any political subdivision thereof and, in the case

of each Lender, taxes imposed on its overall net income and franchise taxes imposed on it by the jurisdiction of such Lender's

Applicable Lending Office or any political subdivision thereof (all such nonexcluded taxes, levies, imposts, deductions, charges,

withholdings and liabilities in respect of payments hereunder or under any of the Notes being hereinafter referred to as "Taxes"). If

any Borrower shall be required by applicable law to deduct any Taxes from or in respect of any sum paid or payable hereunder or

under any Note to any Lender or the Administrative Agent, or, if the Administrative Agent shall be required by law to deduct any

Taxes from or in respect of any sum paid or payable hereunder or under any Note to any Lender, (i) the sum payable by such

Borrower shall be increased by such Borrower as may be necessary so that, after making all

Source: BLACK & DECKER CORP, 10-K, February 19, 2010 Powered by Morningstar

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Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur Page 146