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This excerpt taken from the CVS 8-K filed Mar 23, 2007. “Event of
Default”
hereunder:
(a) The failure
of the Borrower to make any
payment of principal on any Loan or any reimbursement payment in respect of
any
Letter of Credit when due and payable; or
(b) The failure
of the Borrower to make any
payment of interest on any Loan or of any Fee on any date when due and payable
and such default shall continue unremedied for a period of 5 Domestic Business
Days after the same shall be due and payable; or
(c) The failure
of the Borrower to observe or
perform any covenant or agreement contained in Sections 2.5, 7.1 or in Section
8; or
(d) The failure
of the Borrower to observe or
perform any other covenant or agreement contained in this Agreement, and such
failure shall have continued unremedied for a period of 30 days after the
Borrower shall have become aware of such failure; or
(e) An Event of
Default (as defined in any
Reimbursement Agreement) shall occur under any Reimbursement Agreement;
or
(f) Any representation
or warranty of the
Borrower (or of any of its officers on its behalf) made in any Loan Document,
or
made in any certificate, report, opinion (other than an opinion of counsel)
or
other document delivered on or after the date hereof shall in any such case
prove to have been incorrect or misleading (whether because of misstatement
or
omission) in any material respect when made; or
51 (g) (i) Obligations
in an aggregate
Consolidated amount in excess of $25,000,000 of the Borrower (other than its
obligations hereunder and under the Notes) and the Subsidiaries, whether as
principal, guarantor, surety or other obligor, for the payment of any
Indebtedness or any net liability under interest rate swap, collar, exchange
or
cap agreements, (A) shall become or shall be declared to be due and payable
prior to the expressed maturity thereof, or (B) shall not be paid when due
or
within any grace period for the payment thereof, or (ii) any holder of any
such
obligations shall have the right to declare the Indebtedness evidenced thereby
due and payable prior to its stated maturity; or
(h) An involuntary
proceeding shall be
commenced or an involuntary petition shall be filed seeking (i) liquidation,
reorganization or other relief in respect of the Borrower or any Subsidiary
or
its debts, or of a substantial part of its assets, under any federal, state
or
foreign bankruptcy, insolvency, receivership or similar law now or hereafter
in
effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Borrower or any Subsidiary or for a
substantial part of its assets, and, in any such case, such proceeding or
petition shall continue undismissed for 60 days or an order or decree approving
or ordering any of the foregoing shall be entered; or
(i) The Borrower
or any Subsidiary shall (i)
voluntarily commence any proceeding or file any petition seeking liquidation,
reorganization or other relief under any federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect, (ii) consent
to the institution of, or fail to contest in a timely and appropriate manner,
any proceeding or petition described in clause (h) of this Article, (iii) apply
for or consent to the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for the Borrower or any Subsidiary
or for a substantial part of its assets, (iv) file an answer admitting the
material allegations of a petition filed against it in any such proceeding,
(v)
make a general assignment for the benefit of creditors or (vi) take any action
for the purpose of effecting any of the foregoing; or
(j) The Borrower
or any Subsidiary shall (i)
suspend or discontinue its business (except for store closings in the ordinary
course of business and except in connection with a permitted Disposition under
Section 8.3 and as may otherwise be expressly permitted herein), or (ii)
generally not be paying its debts as such debts become due, or (iii) admit
in
writing its inability to pay its debts as they become due; or
(k) Judgments or
decrees in an aggregate
Consolidated amount in excess of $25,000,000 against the Borrower and the
Subsidiaries shall remain unpaid, unstayed on appeal, undischarged, unbonded
or
undismissed for a period of 60 days during which execution shall not be
effectively stayed, or any action shall be legally taken by a judgment creditor
to attach or levy upon any assets of the Borrower or any Subsidiary to enforce
any such judgment; or
(l) After the Effective
Date a Change of
Control shall occur; or
(m) (i) Any Termination
Event shall occur (x)
with respect to any Pension Plan (other than a Multiemployer Plan) or (y) with
respect to any other retirement plan subject to Section 302 of ERISA or Section
412 of the Internal Revenue Code, which plan, during the five
52 year period prior
to
such Termination Event, was the responsibility in whole or in part of the
Borrower, any Subsidiary or any ERISA Affiliate, provided
that this clause (y) shall only apply if, in
connection with such Termination Event, it is reasonably likely that liability
in an aggregate Consolidated amount in excess of $25,000,000 will be imposed
upon the Borrower, any Subsidiary or any ERISA Affiliate; (ii) any Accumulated
Funding Deficiency, whether or not waived, in an aggregate Consolidated amount
in excess of $25,000,000 shall exist with respect to any Pension Plan (other
than that portion of a Multiemployer Plan’s Accumulated Funding Deficiency to
the extent such Accumulated Funding Deficiency is attributable to employers
other than Borrower, any Subsidiary or any ERISA Affiliate); (iii) any Person
shall engage in any Prohibited Transaction involving any Employee Benefit Plan;
(iv) the Borrower, any Subsidiary or any ERISA Affiliate shall fail to pay
when
due an amount which is payable by it to the PBGC or to a Pension Plan (including
a Multiemployer Plan) under Title IV of ERISA; (v) the imposition of any tax
under Section 4980(B)(a) of the Internal Revenue Code; or (vi) the assessment
of
a civil penalty with respect to any Employee Benefit Plan under Section 502(c)
of ERISA; in each case, to the extent such event or condition would have a
Material Adverse effect.
9.2 |
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