Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur télécharger pdf (Page 179)

until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the

acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights,

powers, privileges and duties as Administrative Agent of the retiring (or retired) Administrative Agent, and the retiring (or retired)

Administrative Agent shall be discharged from all of its duties and obligations as Administrative Agent hereunder (if not already

discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers to a successor Administrative Agent

shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the

retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.04 shall continue in effect for the

benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or

omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

SECTION 8.07. Non-Reliance on Administrative Agent and Other Lenders. (a) Each Lender confirms to the

Administrative Agent, each other Lender and each of their respective Related Parties that it (i) possesses (individually or through its

Related Parties) such knowledge and experience in financial and business matters that it is capable, without reliance on the

Administrative Agent, any other Lender or any of their respective Related Parties, of evaluating the merits and risks (including tax,

legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making Advances and other

extensions of credit hereunder and (z) in taking or not taking actions hereunder, (ii) is financially able to bear such risks and (iii) has

determined that entering into this Agreement and making Advances and other extensions of credit hereunder is suitable and

appropriate for it.

(b) Each Lender acknowledges that (i) it is solely responsible for making its own independent appraisal and

investigation of all risks arising under or in connection with this Agreement, (ii) that it has, independently and without reliance upon

the Administrative Agent, any other Lender or any of their respective Related Parties, made its own appraisal and investigation of all

risks associated with, and its own credit analysis and decision to enter into, this Agreement based on such documents and information

as it has deemed appropriate and (iii) it will, independently and without reliance upon the Administrative Agent, any other Lender or

any of their respective Related Parties, continue to be solely responsible for making its own appraisal and investigation of all risks

arising under or in connection with, and its own credit analysis and decision to take or not take action under, this Agreement based on

such documents and information as it shall from time to time deem appropriate, which may include, in each case:

(i) the financial condition, status and capitalization of the Company and each other Borrower;

(ii) the legality, validity, effectiveness, adequacy or enforceability of this Agreement and any other agreement,

arrangement or document entered into, made or executed in anticipation of, under or in connection herewith;

(iii) determining compliance or non-compliance with any condition hereunder to the making of an Advance,

or the issuance of a Letter of Credit and the form and

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

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Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur Page 179