Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur télécharger pdf (Page 176)

Activities, the Administrative Agent’s Group may receive or otherwise obtain information concerning the Borrowers or their Affiliates

(including information concerning the ability of the Borrowers to perform their respective obligations hereunder) which information

may not be available to any of the Lenders that are not members of the Administrative Agent’s Group. Neither the Administrative

Agent nor any member of the Administrative Agent’s Group shall have any duty to disclose to any Lender or use on behalf of the

Lenders, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or

otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or

creditworthiness of any Borrower or any Affiliate thereof) or to account for any revenue or profits obtained in connection with the

Activities, except that the Administrative Agent shall deliver or otherwise make available to each Lender such documents as are

expressly required by this Agreement to be transmitted by the Administrative Agent to the Lenders.

Agent’s Group or their respective customers (including the Borrowers and their Affiliates) either now have or may in the future have

interests or take actions that may conflict with the interests of any one or more of the Lenders (including the interests of the Lenders

hereunder). Each Lender agrees that no member of the Administrative Agent’s Group is or shall be required to restrict its activities as

a result of the Person serving as Administrative Agent being a member of the Administrative Agent’s Group, and that each member of

the Administrative Agent’s Group may undertake any Activities without further consultation with or notification to any Lender. None

of (i) this Agreement, (ii) the receipt by the Administrative Agent’s Group of information (including Information) concerning the

Borrowers or their Affiliates (including information concerning the ability of the Borrowers to perform their respective obligations

hereunder) or (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any

duty of trust or confidence) owing by the Administrative Agent or any member of the Administrative Agent’s Group to any Lender

including any such duty that would prevent or restrict the Administrative Agent’s Group from acting on behalf of customers

(including the Borrowers or their Affiliates) or for its own account.

SECTION 8.03. Duties of Administrative Agent; Exculpatory Provisions . (a) The Administrative Agent's duties

hereunder are solely ministerial and administrative in nature and the Administrative Agent shall not have any duties or obligations

except those expressly set forth herein. Without limiting the generality of the foregoing, the Administrative Agent shall not have any

duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall

be fully protected in so acting or refraining from acting) upon the written direction of the Required Lenders (or such other number or

percentage of the Lenders as shall be expressly provided for herein), provided that the Administrative Agent shall not be required to

take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent or any of its Affiliates to

liability or that is contrary to this Agreement or applicable law.

(b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or

at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the

Administrative Agent shall believe

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

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Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur Page 176