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This excerpt taken from the CVS 8-K filed Mar 23, 2007. Conversions;
Other
Matters
(a) The Borrower
may elect at any time and
from time to time to Convert one or more Eurodollar Advances to an ABR Advance
by giving the Administrative Agent at least
29 one Domestic Business
Day’s prior irrevocable notice of such election, specifying the amount to be so
Converted. In addition, the Borrower may elect at any time and from time to
time
to Convert an ABR Advance to any one or more new Eurodollar Advances or to
Convert any one or more existing Eurodollar Advances to any one or more new
Eurodollar Advances by giving the Administrative Agent no later than 10:00
a.m.
at least two Eurodollar Business Days’ prior irrevocable notice, in the case of
a Conversion to Eurodollar Advances, of such election, specifying the amount
to
be so Converted and the initial Interest Period relating thereto,
provided that
any Conversion of an ABR Advance to
Eurodollar Advances shall only be made on a Eurodollar Business Day. The
Administrative Agent shall promptly provide the Lenders with notice of each
such
election. Each Conversion of Loans from one Type to another shall be made pro
rata according to the outstanding principal amount of the Loans of each Lender.
ABR Advances and Eurodollar Advances may be Converted pursuant to this Section
in whole or in part, provided
that the
amount to be Converted to each Eurodollar Advance, when aggregated with any
Eurodollar Advance to be made on such date in accordance with Section 2.1 and
having the same Interest Period as such first Eurodollar Advance, shall equal
no
less than $10,000,000 or an integral multiple of $1,000,000 in excess
thereof.
(b) Notwithstanding
anything in this Agreement
to the contrary, upon the occurrence and during the continuance of a Default
or
an Event of Default, the Borrower shall have no right to elect to Convert any
existing ABR Advance to a new Eurodollar Advance or to Convert any existing
Eurodollar Advance to a new Eurodollar Advance. In such event, such ABR Advance
shall be automatically continued as an ABR Advance or such Eurodollar Advance
shall be automatically Converted to an ABR Advance on the last day of the
Interest Period applicable to such Eurodollar Advance. The foregoing shall
not
affect any other rights or remedies that the Administrative Agent or any Lender
may have under this Agreement or any other Loan Document.
(c) Each Conversion
shall be effected by each
Lender by applying the proceeds of each new ABR Advance or Eurodollar Advance,
as the case may be, to the existing Advance (or portion thereof) being Converted
(it being understood that such Conversion shall not constitute a borrowing
for
purposes of Sections 4, 5 or 6).
(d) Notwithstanding
any other provision of any
Loan Document:
(i) if the Borrower
shall have failed to elect
a Eurodollar Advance under Section 2.3 or this Section 3.3, as the case may
be,
in connection with any borrowing of new Revolving Credit Loans or expiration
of
an Interest Period with respect to any existing Eurodollar Advance, the amount
of the Revolving Credit Loans subject to such borrowing or such existing
Eurodollar Advance shall thereafter be an ABR Advance until such time, if any,
as the Borrower shall elect a new Eurodollar Advance pursuant to this Section
3.3,
(ii) the Borrower
shall not be permitted to
select a Eurodollar Advance the Interest Period in respect of which ends later
than the Commitment Termination Date or such earlier date upon which all of
the
Commitments shall have been terminated in accordance with Section 2.6,
and
30 (iii) the Borrower
shall not be permitted to
have more than 15 Eurodollar Advances and Competitive Bid Loans, in the
aggregate, outstanding at any one time, it being understood and agreed that
each
borrowing of Eurodollar Advances or Competitive Bid Loans pursuant to a single
Borrowing Request or Competitive Bid Request, as the case may be, shall
constitute the making of one Eurodollar Advance or Competitive Bid Loan for
the
purpose of calculating such limitation.
3.4 |
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