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This excerpt taken from the CVS 8-K filed Mar 23, 2007. Remedies
(a) Upon the occurrence
of an Event of Default
or at any time thereafter during the continuance of an Event of Default, the
Administrative Agent, at the written request of the Required Lenders, shall
notify the Borrower that the Commitments, the Swing Line Commitment and the
Letter of Credit Commitment have been terminated and/or that all of the Loans,
the Notes and the Reimbursement Obligations and all accrued and unpaid interest
on any thereof and all other amounts owing under the Loan Documents have been
declared immediately due and payable, provided
that upon the
occurrence of an Event of Default under Section 9.1(h), (i) or (j) with respect
to the Borrower, the Commitments, the Swing Line Commitment and the Letter
of
Credit Commitment shall automatically terminate and all of the Loans, the Notes
and the Reimbursement Obligations and all accrued and unpaid interest on any
thereof and all other amounts owing under the Loan Documents shall become
immediately due and payable without declaration or notice to the Borrower.
To
the fullest extent not prohibited by law, except for the notice provided for
in
the preceding sentence, the Borrower expressly waives any presentment, demand,
protest, notice of protest or other notice of any kind in connection with the
Loan Documents and its obligations thereunder. To the fullest extent not
prohibited by law, the Borrower further expressly waives and covenants not
to
assert any appraisement, valuation, stay, extension, redemption or similar
law,
now or at any time hereafter in force which might delay, prevent or otherwise
impede the performance or enforcement of the Loan Documents.
(b) In the event
that the Commitments, the
Swing Line Commitment and the Letter of Credit Commitment shall have been
terminated or all of the Loans, the Notes and the Reimbursement Obligations
shall have been declared due and payable pursuant to the provisions of this
Section, (i) the Borrower shall forthwith deposit an amount equal to the Letter
of Credit Exposure in a cash collateral account with and under the exclusive
control of the Administrative Agent, and (ii) the Administrative Agent, the
Issuer and the Lenders agree, among themselves, that any funds received from
or
on behalf of the Borrower under any Loan Document by the Issuer or any Lender
(except funds received by the Issuer or any Lender as a result of a purchase
from the Issuer or such Lender, as the case may be, pursuant to the provisions
of Section 11.9(b))
53 shall be remitted
to the
Administrative Agent, and shall be applied by the Administrative Agent in
payment of the Loans, the Reimbursement Obligations and the other obligations
of
the Borrower under the Loan Documents in the following manner and order: (1)
first, to reimburse the Administrative Agent, the Issuer and the Lenders, in
that order, for any expenses due from the Borrower pursuant to the provisions
of
Section 11.5 and the Reimbursement Agreements, (2) second, to the payment of
the
Fees, (3) third, to the payment of any expenses or amounts (other than the
principal of and interest on the Loans and the Notes and the Reimbursement
Obligations) payable by the Borrower to the Administrative Agent, the Issuer
or
any of the Lenders under the Loan Documents, (4) fourth, to the payment, pro
rata according to the outstanding principal balance of the Loans and the Letter
of Credit Exposure of each Lender, of interest due on the Loans and the
Reimbursement Obligations, (5) fifth, to the payment, pro rata according to
the
sum of (A) the aggregate outstanding principal balance of the Loans of each
Lender plus
(B) the aggregate outstanding balance of the
Reimbursement Obligations of each Lender, of the aggregate outstanding principal
balance of the Loans and the aggregate outstanding balance of the Reimbursement
Obligations, and (6) sixth, any remaining funds shall be paid to whosoever
shall
be entitled thereto or as a court of competent jurisdiction shall
direct.
(c) In the event
that the Loans and the Notes
and the Reimbursement Obligations shall have been declared due and payable
pursuant to the provisions of this Section 9.2, the Administrative Agent upon
the written request of the Required Lenders, shall proceed to enforce the
Reimbursement Obligations and the rights of the holders of the Loans and the
Notes by suit in equity, action at law and/or other appropriate proceedings,
whether for payment or the specific performance of any covenant or agreement
contained in the Loan Documents. In the event that the Administrative Agent
shall fail or refuse so to proceed, the Issuer and each Lender shall be entitled
to take such action as the Required Lenders shall deem appropriate to enforce
its rights under the Loan Documents.
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