Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur télécharger pdf (Page 150)

purchasing Lender the purchase price to the extent of such recovery, together with an amount equal to such Lender's Pro Rata Share

(according to the proportion of (a) the amount of such Lender's required repayment to (b) the total amount so recovered from the

purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so

recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15

may, to the fullest extent permitted by applicable law, exercise all of its rights of payment (including the right of setoff) with respect to

such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.

SECTION 2.16. Defaulting Lenders. If, at any time, (a) any Lender shall be a Defaulting Lender, (b) such

Defaulting Lender shall owe a Defaulted Advance to any Borrower and (c) such Borrower shall be required to make any payment

under this Agreement or under any Note to or for the account of such Defaulting Lender, then such Borrower may, so long as no

Default under Section 6.01(a) or 6.01(e) or Event of Default shall have occurred and be continuing and to the fullest extent permitted

by applicable law, set off and otherwise apply the obligation of such Borrower to make such payment to or for the account of such

Defaulting Lender against the obligation of such Defaulting Lender to make such Defaulted Advance. If, on any date, any Borrower

shall so set off and otherwise apply its obligation to make any such payment against the obligation of such Defaulting Lender to make

any such Defaulted Advance on or prior to such date, the amount so set off and otherwise applied by such Borrower shall constitute

for all purposes of this Agreement and the Notes an Advance by such Defaulting Lender on the date such Defaulted Advance was

originally required to have been made pursuant to Sections 2.01 and 2.02. Such Advance shall be a Base Rate Advance, even if the

other Advances comprising such Borrowing shall be Eurodollar Rate Advances on the date such Advance is deemed to be made

pursuant to this Section 2.16, and, in any such case, shall be considered for all purposes of this Agreement to comprise part of the

Borrowing in connection with which such Defaulted Advance was originally required to have been made pursuant to Sections 2.01

and 2.02. Each Borrower shall promptly notify the Administrative Agent at any time such Borrower exercises its right of setoff

pursuant to this Section 2.16 and shall set forth in such notice (A) the name of the Defaulting Lender and the Defaulted Advance

required to be made by such Defaulting Lender and (B) the amount set off and otherwise applied in respect of such Defaulted Advance

pursuant to this Section 2.16.

SECTION 2.17. Extension of Termination Date. (a) At least 60 days but not more than 90 days prior to any

Anniversary Date but in any event not more than twice prior to the Termination Date in effect on the date hereof, the Company, by

written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one calendar

year from the Agreement's then scheduled expiration. The Administrative Agent shall promptly notify each Lender of such request,

and each Lender shall in turn, in its sole discretion, within 15 days of such notice but not later than 45 days prior to such next

Anniversary Date, notify the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender

shall fail to notify the Administrative Agent in writing of its consent to, or refusal of, any such request for extension of the

Termination Date at least 45 days prior to the next Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender

with respect to such request. The Administrative Agent shall notify the Company not later than 40 days prior to such next

Anniversary Date of the decision of the Lenders regarding

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

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Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur Page 150