Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur télécharger pdf (Page 143)

SECTION 2.10. Optional Prepayments of Advances. Each Borrower may, upon at least the same Business Day's

notice to the Administrative Agent received not later than 11:00 A.M. (New York City time) in the case of a Borrowing consisting of

Base Rate Advances, and upon at least three Business Days' notice to the Administrative Agent received not later than 2:00 P.M.

(New York City time) in the case of a Borrowing consisting of Eurodollar Rate Advances, stating the proposed date and aggregate

principal amount of the prepayment, and if such notice is given such Borrower shall prepay the outstanding principal amount of the

Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such

prepayment on the principal amount prepaid; provided, however, that (i) each partial prepayment or repurchase, as the case may be,

shall be in an aggregate amount of not less than $10,000,000 and (ii) in the case of any such prepayment of Eurodollar Rate Advances,

such Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04(c).

SECTION 2.11. Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change

by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the

interpretation of any law, rule or regulation or (ii) the compliance with, or the implementation or administration (or change in the

administration or enforcement) of, any directive, guideline or request from any central bank or other Governmental Authority, whether

or not having the force of law, there shall be any increase in the cost to any Lender of agreeing to make or making, to purchase or

purchasing, funding or maintaining Eurodollar Rate Advances or agreeing to issue or of issuing or maintaining or participating in

Letters of Credit, or any reduction in the amount owing to, or effective return earned or realizable by, any Lender under this

Agreement or any Note in respect of any such Advances or Letters of Credit, as the case may be (including for purposes of this

Section 2.11 any such increased costs resulting from Taxes or Other Taxes for which the Borrowers are obligated to reimburse the

Administrative Agent or the Lenders under Section 2.14), then the Borrowers jointly and severally agree to pay from time to time to

the Administrative Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for all such

increased costs or reduced amounts or return, such additional compensation to be paid by the Borrowers within 15 days of the date of

demand therefor by such Lender (with a copy of such demand to the Administrative Agent) for all additional compensation accrued

prior to such demand and on the dates specified by such Lender in such demand for all such additional compensation owing to such

Lender thereafter; provided, however, that if a Lender fails to deliver a demand for any additional compensation to which it is entitled

under this Section 2.11(a) within 180 days after such Lender becomes entitled thereto, such Lender shall only be entitled to additional

compensation for any such amounts incurred prior to the date of such demand that accrued from and after the date that is 180 days

prior to the date such Lender delivers such demand and for all such additional compensation that shall accrue on and after the date of

such demand; and provided further, however, that before making any such demand, each Lender agrees to use reasonable efforts

(consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the

making of such a designation would avoid the need for, or reduce the amount of, such increased cost or reduced amount or return and

would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of

such increased cost or reduced amount or return in reasonable detail (including the basis of calculation thereof),

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

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Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur Page 143