Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur télécharger pdf (Page 152)

of the effective date of such assumption, shall have been paid to such Non-Consenting Lender by the Borrower or such

Consenting Lender or Assuming Lender; and

(iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under

Section 9.07(a) shall have been paid.

At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the

Company and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting

Lender, the Company and the Administrative Agent, (B) each such Consenting Lender, if any, shall have delivered written

confirmation satisfactory to the Company and the Administrative Agent as to any increase in the amount of its Commitment resulting

from its assumption of one or more Commitments of the Non-Consenting Lenders and (C) each Non-Consenting Lender being

replaced pursuant to this Section 2.17(c) shall have delivered to the Administrative Agent, to be held in escrow on behalf of such

Non-Consenting Lender until the payment in full of all amounts owing to such Non-Consenting Lender under clauses (i) and (ii) of

this Section 2.17(c), any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts

referred to in clauses (i) through (iii) of this Section 2.17(c), each such Consenting Lender or Assuming Lender, as of the Extension

Date, will be substituted for the applicable Non-Consenting Lender(s) under this Agreement and shall be a Lender for all purposes of

this Agreement, without any further acknowledgment by or the consent of any of the other Lenders, and the obligations of each such

Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged.

(d) If a majority in interest of the Lenders (after giving effect to any assumptions pursuant to subsection (c) of

this Section 2.17) consent in writing to a requested extension (whether by execution and delivery of an Assumption Agreement or

otherwise) not later than one Business Day prior to an Extension Date, the Administrative Agent shall so notify the Company, and,

upon fulfillment of the applicable conditions set forth in Article III, the Termination Date then in effect shall be extended for an

additional one-year period, as described in subsection (a) of this Section 2.17, and all references in this Agreement and in the Notes to

the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the

Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders

(including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior

thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such

Assuming Lender.

(e) Within ten Business Days after each Extension Date, each Borrower shall, at its own expense, execute and

deliver to the Administrative Agent Notes payable to the order of each Consenting Lender that has requested a Note in accordance

with Section 2.20 (in the case of each such Consenting Lender, in exchange for the Note surrendered by such Consenting Lender to

the Administrative Agent), if any, and each Assuming Lender, if any, in each case dated such Extension Date and in substantially the

form of Exhibit A hereto and in an amount equal to the Commitment of such Consenting Lender or Assuming Lender, as the case may

be, after giving effect to such extension of the Termination Date. The Administrative Agent, upon receipt of

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

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Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur Page 152