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This excerpt taken from the CVS 8-K filed Mar 23, 2007. “Granting Lender”)
may
grant to an Eligible SPC the option to fund all or any part of any Loan that
such Granting Lender would otherwise be obligated to fund pursuant to this
Agreement, provided
that
(i) such designation
shall not be effective unless the Borrower consents thereto (which consent
shall
not be unreasonably withheld), (ii) nothing herein shall constitute a commitment
by any Eligible SPC to fund any Loan, and (iii) if an Eligible SPC elects not
to
exercise such option or otherwise fails to fund all or any part of such Loan,
the Granting Lender shall be obligated to fund such Loan pursuant to the terms
hereof. The funding of a Loan by an Eligible SPC hereunder shall utilize the
Commitment of the Granting Lender to the same extent, and as if, such Loan
were
funded by such Granting Lender. As to any Loans or portion thereof made by
it,
each Eligible SPC shall have all the rights that a Lender making such Loans
or
portion thereof would have had under this Agreement and otherwise,
provided
that (x) its voting rights under this
Agreement shall be exercised solely by its Granting Lender and (y) its Granting
Lender shall remain solely responsible to the other parties hereto for the
performance of such Granting Lender’s obligations under this Agreement,
including its obligations in respect of the Loans or portion thereof made by
it.
Each Granting Lender shall act as administrative agent for its Eligible SPC
and
give and receive notices and other communications on its behalf. Any payments
for the account of any Eligible SPC shall be paid to its Granting Lender as
administrative agent for such Eligible SPC and neither the Borrower nor the
Administrative Agent shall be responsible for any Granting Lender’s application
of such payments. Each party hereto hereby agrees that no Eligible SPC shall
be
liable for any indemnity or payment under this Agreement for which a Lender
would otherwise be liable for so long as, and to the extent, the Granting Lender
provides such indemnity or makes such payment. Notwithstanding anything to
the
contrary contained in this Agreement, any Eligible SPC may (i) at any time,
subject to payment of the processing and recordation fee referred to in Section
11.7(b), assign all or a portion of its interests in any Loans to its Granting
Lender (but nothing contained herein shall be construed in derogation of the
obligation of the Granting Lender to make Loans hereunder) or to any financial
institutions providing liquidity and/or credit support to or for the account
of
such Eligible SPC to support the funding or maintenance of Loans, and (ii)
disclose on a confidential basis any non-public information relating to its
funding of Loans to any rating agency, commercial paper dealer or provider
of
any surety or guarantee or credit or liquidity enhancements to such Eligible
SPC. This Section may not be amended without the prior written consent of each
Granting Lender, all or any part of whose Loans is being funded by an Eligible
SPC at the time of such amendment.
11.8 |
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