Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur télécharger pdf (Page 187)

other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such

Assignment and Acceptance;

(iv) such assignee will, independently and without reliance upon the Administrative Agent, such assigning

Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue

to make its own credit decisions in taking or not taking action under this Agreement;

(v) such assignee confirms that it is an Eligible Assignee;

(vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf

and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms

hereof, together with such powers and discretion as are reasonably incidental thereto; and

(vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the

terms of this Agreement are required to be performed by it as a Lender.

representing that it is an Eligible Assignee, together with any Note or Notes subject to such assignment, the Administrative Agent

shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C hereto, (i) accept such

Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the

Company. Within ten Business Days after receipt of such notice by the Company, each Borrower shall, at its own expense, execute

and deliver to the Administrative Agent in exchange for the surrendered Note a new Note from such Borrower to the order of such

Eligible Assignee in an amount equal to the Revolving Credit Commitment assumed by it pursuant to such Assignment and

Acceptance and, if the assigning Lender has retained a Revolving Credit Commitment hereunder, a new Note to the order of the

assigning Lender in an amount equal to the Revolving Credit Commitment retained by it hereunder. Such new Note or Notes shall be

in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the

effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit A-1 hereto. Upon the

Administrative Agent's receipt of notice from the assigning Lender that such assigning Lender is satisfied with the form and substance

of such new Notes, the Administrative Agent shall, at the expense of the Borrowers, cancel the surrendered Notes of such assigning

Lender and deliver to the Company such cancelled Notes.

(d) The Administrative Agent shall maintain at its address referred to in Section 9.02(a) a copy of each

Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the

Lenders and the Commitment(s) of, and the principal amount of the Advances owing to each Lender from time to time (the

"Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the

Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all

purposes of this

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

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Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur Page 187