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This excerpt taken from the CVS 8-K filed Mar 23, 2007. “Replacement Lender”),
reasonably acceptable to the Swing Line Lender and the Issuer, provided
that (i) at the time of any replacement
pursuant to this Section, the Replacement Lender shall enter into one or more
Assignment and Acceptance Agreements pursuant to Section 11.7(b) (with the
processing and recordation fee referred to in Section 11.7(b) payable pursuant
to said Section 11.7(b) to be paid by the Replacement Lender) pursuant to which
the Replacement Lender shall acquire the Commitment, the outstanding Loans,
the
Swing Line Exposure and the Letter of Credit Exposure of the Replaced Lender
and, in connection therewith, shall pay the following: (a) to the Replaced
Lender, an amount equal to the sum of (A) an amount equal to the principal
of,
and all accrued interest on, all outstanding Loans and Swing Line Participation
Amounts of the Replaced Lender, (B) an amount equal to all drawings on all
Letters of Credit that have been funded by (and not reimbursed to) such Replaced
Lender, together with all then unpaid interest with respect thereto at such
time, and (C) an amount equal to all accrued, but unpaid, fees owing to the
Replaced Lender, (b) to the Issuer, an amount equal to such Replaced Lender’s
Commitment Percentage of all drawings (which at such time remain unpaid
drawings) to the extent such amount was not funded by such Replaced Lender,
(c)
to the Swing Line Lender, an amount equal to such Replaced Lender’s Commitment
Percentage of any Mandatory Borrowing to the extent such amount was not funded
by such Replaced Lender, and (d) to the Administrative Agent an amount equal
to
all amounts owed by such Replaced Lender to the Administrative Agent under
this
Agreement, including, without limitation, an amount equal to the principal
of,
and all accrued interest on, all outstanding Loans of the Replaced Lender,
a
corresponding amount of which was made available by the Administrative Agent
to
the Borrower pursuant to Section 3.1 and which has not been repaid to the
Administrative Agent by such Replaced Lender or the Borrower, and (ii) all
obligations of the Borrower owing to the Replaced Lender (other than those
specifically described in clause (i) above in respect of which the assignment
purchase price has been, or is concurrently being, paid) shall be paid in full
to such Replaced Lender concurrently with such replacement. Upon the execution
of the respective Assignment and Acceptance Agreements and the payment of
amounts referred to in
38 clauses (i) and
(ii) of
this Section 3.13, the Replacement Lender shall become a Lender hereunder and
the Replaced Lender shall cease to constitute a Lender hereunder, except with
respect to indemnification provisions under this Agreement that are intended
to
survive the termination of the Commitments and the repayment of the
Loans.
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