Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur télécharger pdf (Page 149)

(g) Notwithstanding the foregoing provisions of this Section 2.14, no Borrower shall be required to pay any

additional amount to any Lender or the Administrative Agent pursuant to Section 2.14(a) or 2.14(c) in respect of withholding for

United States income taxes or United States back-up withholding taxes, except to the extent such taxes are required to be withheld as a

result of any amendment to the laws (or any regulations thereunder) of the United States or any amendment to, or change in, any

interpretation or application of any such laws or regulations by any Governmental Authority.

(h) Any Lender claiming additional amounts payable pursuant to this Section 2.14 (including, without

limitation, any additional amounts that any Lender would be entitled to claim under this Section 2.14 with respect to payments from a

Designated Subsidiary that becomes a Borrower pursuant to Section 9.08) shall use reasonable efforts (consistent with its internal

policy and legal and regulatory restrictions) to file any certificate or document requested by any Borrower or to change the jurisdiction

of its Applicable Lending Office if the making of such filing or change would avoid the need for or reduce the amount of any such

additional amounts which may thereafter accrue and would not, in the sole judgment of such Lender, be disadvantageous to such

Lender. Each Borrower shall promptly upon request by any Lender or the Administrative Agent take all actions (including, without

limitation, the completion of forms and the provision of information to the appropriate taxing authorities) reasonably requested by

such Lender or the Administrative Agent to secure the benefit of any exemption from, or relief with respect to, Taxes or Other Taxes

in relation to any amounts payable under this Agreement.

(i) In the event that an additional payment is made under Section 2.14(a) or 2.14(c) for the account of any

Lender and such Lender, in its sole opinion, determines that it has received or been granted a credit against or release or remission for,

or repayment of, any tax paid or payable by it in respect of or calculated with reference to the deduction or withholding giving rise to

such payment, such Lender shall, to the extent that it can do so without prejudice to the retention of the amount of such credit, relief,

remission or repayment, pay to the Company or to the applicable Borrower such amount as such Lender shall, in its sole opinion, have

determined to be attributable to such deduction or withholding and as will leave such Lender (after such payment) in no better or

worse position than it would have been in if such Borrower had not been required to make such deduction or withholding. Nothing

contained in this Section 2.14 shall interfere with the right of a Lender to arrange its tax affairs in whatever manner it deems proper

nor oblige any Lender to claim any tax credit or to disclose any information relating to its tax affairs or any computations in respect

thereof or require any Lender to do anything that would prejudice its ability to benefit from any other credits, reliefs, remissions or

repayments to which it may be entitled.

SECTION 2.15. Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary,

involuntary, through the exercise of any right of setoff or otherwise) on account of the Advances owing to it (other than pursuant to

Section 2.02(c), 2.07(c), 2.11, 2.12, 2.14 or 9.04) in excess of its Pro Rata Share of payments on account of the Advances obtained by

all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as

shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if

all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall

be rescinded and such Lender shall repay to the

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

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Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur Page 149