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This excerpt taken from the CVS 8-K filed Mar 23, 2007. Set-off
and
Sharing of Payments
(a) In addition
to any rights and remedies of
the Lenders and the Issuer provided by law, upon the occurrence of an Event
of
Default under Section 9.1(a) or (b) or upon the acceleration of the Loans,
each
Lender and the Issuer shall have the right, without prior notice to the
Borrower, any such notice being expressly waived by the Borrower, to set-off
and
apply against any indebtedness or other liability, whether matured or unmatured,
of the Borrower to such Lender or the Issuer arising under the Loan Documents,
any amount owing from such Lender or the Issuer to the Borrower. To the extent
permitted by applicable law, the aforesaid right of set-off may be exercised
by
such Lender or the Issuer against the Borrower or against any trustee in
bankruptcy, custodian, debtor in possession, assignee for the benefit of
creditors, receiver, or execution, judgment or attachment creditor of the
Borrower, or against anyone else claiming through or against the Borrower or
such trustee in bankruptcy, custodian, debtor in possession, assignee for the
benefit of creditors, receivers, or execution, judgment or attachment creditor,
notwithstanding the fact that such right of set-off shall not have been
exercised by such Lender or the Issuer prior to the making, filing or issuance
of, service upon such Lender or the Issuer of, or notice to such Lender or
the
Issuer of, any petition, assignment for the benefit of creditors, appointment
or
application for the appointment of a receiver, or issuance of execution,
subpoena, order or warrant. Each Lender and the Issuer agree promptly to notify
the Borrower and the Administrative Agent after each such set-off and
application made by such Lender or the Issuer, provided
that the failure to give such notice shall
not affect the validity of such set-off and application.
(b) If any Lender
or the Issuer (each a
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