Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to
time upon reasonable prior notice.
(e) Each Lender may sell participations to one or more banks or other entities (other than any Borrower or any
of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a
portion of its Revolving Credit Commitment, the Advances owing to it and the other Note or Notes held by it); provided, however,
that:
(i) such Lender's obligations under this Agreement (including, without limitation, its Revolving Credit
Commitment hereunder) shall remain unchanged;
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations;
(iii) such Lender shall remain the holder of any such Notes for all purposes of this Agreement;
(iv) the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender's rights and obligations under this Agreement; and
(v) no participant under any such participation shall have any right to approve any amendment or waiver of
any provision of this Agreement or any Note, or any consent to any departure by any Borrower therefrom, except to the
extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Advances, or any fees or
other amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any
payment of principal of, or interest on, the Advances, or any fees or other amounts payable hereunder, in each case to the
extent subject to such participation, except pursuant to Section 2.17;
and provided further that the Borrowers shall not be required to pay any additional amounts under this Agreement to compensate a
participant (or such Lender, on behalf of a participant) in respect of the rights and obligations of such participant relating to this
Agreement in excess of what the Borrowers would otherwise be required to pay to such Lender if the participation had not been sold.
(f) Each Lender may grant to a special purpose funding vehicle (an "SPC") that is an Affiliate of such Lender
the option to fund all or any part of any Advance that such Lender is obligated to fund under this Agreement (and upon the exercise by
such SPC of such option to fund, such Lender's obligations with respect to such Advance shall be deemed satisfied to the extent of any
amounts funded by such SPC); provided, however, that:
(i) such Lender's obligations under this Agreement (including, without limitation, its Revolving Credit Commitment
to the Borrowers hereunder) shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations,
74
Source: BLACK & DECKER CORP, 10-K, February 19, 2010 Powered by Morningstar
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