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This excerpt taken from the CVS 8-K filed Mar 23, 2007. Participant”)
in all or a portion of such Lender’s rights
and obligations under the Loan Documents (including all or a portion of its
Commitments, Letter of Credit Exposure, Swing Line Exposure and outstanding
Loans owing to it), provided
that (i) such
Lender’s obligations under the Loan Documents shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) the Borrower and the Credit Parties
shall
continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under the Loan Documents and (iv) no
participations to the Borrower or any of its Affiliates shall be permitted
(and
any attempted participation to the Borrower or any of its Affiliates shall
be
null and void). Any agreement or instrument pursuant to which a Lender sells
such a participation shall provide that such Lender shall retain the sole right
to enforce the Loan Documents and to approve any amendment, modification or
waiver of any provision of any Loan Documents, provided
that such agreement or instrument may provide
that such Lender will not, without the consent of the Participant, agree to
any
amendment, modification or waiver described in the proviso to Section 11.1
that
affects such Participant. Subject to subsection (f) of this Section, the
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 3.5, 3.6, 3.7 and 3.10 to the same extent as if it were a Lender and
had acquired its interest by assignment pursuant to subsection (b) of this
Section. To the extent permitted by law, each Participant also shall be entitled
to the benefits of Section 11.9(a) as though it were a Lender, provided
that such Participant agrees to be subject to
Section 11.9(b) as though it were a Lender.
(f) A Participant
shall not be entitled to
receive any greater payment under Section 3.6, 3.7 or 3.10 than the Lender
that
sold the participation to such Participant would have been entitled to receive
with respect to the interest in the Loan Documents subject to the participation
sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrower’s prior written consent. A Participant
that would be a Foreign Lender if it were a Lender shall not be entitled to
the
benefits of Section 3.10 unless the Borrower is notified of the participation
sold to such Participant and such Participant agrees, for the benefit of the
Borrower, to comply with Section 3.10(b) as though it were a
Lender.
(g) Any Lender
may at any time pledge or
assign a security interest in all or any portion of its rights under the Loan
Documents to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank, and this Section
shall not apply to any such pledge or assignment of a security interest,
provided
that no such pledge or assignment of a
security interest shall release a Lender from any of its obligations under
the
Loan Documents or substitute any such pledgee or assignee for such Lender as
a
party hereto.
63 (h) Notwithstanding
anything to the contrary
contained herein, any Lender (a This excerpt taken from the CVS 8-K filed Jan 11, 2005. Participant”),
subject to the terms and conditions set forth or incorporated herein,
________Restricted Stock Units (“ | EXCERPTS ON THIS PAGE:
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