Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving Loans, FILO Loans, Swingline Loans, and Term Loans made on or after the Closing Date will be used by the Borrower for general corporate purposes, including: (i) the repayment of the principal of and accrued and unpaid interest on all outstanding loans and other obligations under the Existing Credit Agreement; (ii) loans or other transfers to Rite Aid Hdqtrs. Corp. for purposes of financing inventory purchases and advancing funds to Subsidiary Loan Parties for their general corporate purposes, including working capital, Consolidated Capital Expenditures and Business Acquisitions permitted pursuant to Section 6.04; (iii) transfers to an operating account for the payment of operating expenses (including rent, utilities, taxes, wages, repair and similar expenses) of, and intercompany Investments permitted under Section 6.04 in, the Borrower or any Subsidiary Loan Party; (iv) payment by the Borrower of principal, interest, fees and expenses with respect to its Indebtedness when due (including associated costs, fees and expenses) and payment of the Borrower’s taxes, administrative, operating and other expenses; (v) Restricted Payments permitted to be made in respect of the Equity Interests listed on Schedule 6.08(a) or described in Section 6.08(a); (vi) repurchase shares of the Borrower’s Preferred Stock pursuant to Section 6.08(a); (vii) payment of principal, interest, fees and expenses with respect to Third Party Interests in accordance with the terms thereof; (viii) the financing of the purchase or repayment of Optional Debt Repurchases, permitted capital expenditures, the repurchase of the Borrower’s and/or its Subsidiaries’ (including Rite Aid Lease Management Company’s) Preferred Stock and permitted Restricted Payments; and (ix) other Business Acquisitions and Investments made in accordance with the terms hereof. (b) Letters of Credit will be used solely to support payment obligations of the Borrower and the Subsidiaries incurred in the ordinary course of business. (c) No proceeds of Loans or Letters of Credit will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock. The Borrower will ensure that no such use of Loan proceeds or issuance of Letters of Credit will entail any violation of Regulation T, U or X of the Board. (d) The Borrower will not request any Borrowing or issuance of any Letter of Credit, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.
Appears in 3 contracts
Sources: Credit Agreement (Rite Aid Corp), Credit Agreement (Rite Aid Corp), Credit Agreement (Rite Aid Corp)
Use of Proceeds and Letters of Credit. The Borrower will use the net proceeds of the Term Loans and any Revolving Loans drawn on the Effective Date (atogether with the net proceeds of the 8.125% First Out First Lien Senior Secured Notes and cash on hand) to prepay, exchange (including by means of a cashless roll), redeem or otherwise refinance all of the Existing Term Loans (other than Third Lien Term Loans), together with accrued interest thereon and related fee and expenses in connection therewith, to consummate the AHG Bond Repurchases, and to directly or indirectly, finance the Transactions and to fund working capital and general corporate purposes, original issue discount or upfront fees required to be paid on the Effective Date and any Transactions Costs. The Borrower and its subsidiaries will use the proceeds of the Revolving Loans, FILO Loans, Loans and Swingline Loans, and Term Loans made on or drawn after the Closing Effective Date will be used by the Borrower and Letters of Credit for general corporate purposes, including:
(i) working capital and other ordinary course uses (including debt interest payments and permitted parent overhead costs), ordinary course distributions and dividends, Permitted Investments, Junior Debt Prepayments and Restricted Payments permitted under this Agreement, provided that, in the repayment case of the principal proceeds of Revolving Loans and accrued Swingline Loans being used for Junior Debt Prepayments, such proceeds may only be used pursuant to Section 6.08(b)(v), (vi), (vii), (viii) or (ix) and unpaid interest (ii) replacing the commitments and extensions of credit of certain Revolving Lenders (as defined in the Existing Credit Agreement as in effect on all outstanding loans and other obligations the Effective Date) under the Existing Credit Agreement;
(ii) loans or other transfers to Rite Aid Hdqtrs. Corp. for purposes The proceeds of financing inventory purchases and advancing funds to Subsidiary Loan Parties for their general corporate purposes, including working capital, Consolidated Capital Expenditures and Business Acquisitions permitted pursuant to Section 6.04;
(iii) transfers to an operating account for the payment of operating expenses (including rent, utilities, taxes, wages, repair and similar expenses) of, and intercompany Investments permitted under Section 6.04 in, the Borrower or any Subsidiary Loan Party;
(iv) payment by the Borrower of principal, interest, fees and expenses with respect to its Indebtedness when due (including associated costs, fees and expenses) and payment of the Borrower’s taxes, administrative, operating and other expenses;
(v) Restricted Payments permitted to be made in respect of the Equity Interests listed on Schedule 6.08(a) or described in Section 6.08(a);
(vi) repurchase shares of the Borrower’s Preferred Stock pursuant to Section 6.08(a);
(vii) payment of principal, interest, fees and expenses with respect to Third Party Interests in accordance with the terms thereof;
(viii) the financing of the purchase or repayment of Optional Debt Repurchases, permitted capital expenditures, the repurchase of the Borrower’s and/or its Subsidiaries’ (including Rite Aid Lease Management Company’s) Preferred Stock and permitted Restricted Payments; and
(ix) other Business Acquisitions and Investments made in accordance with the terms hereof.
(b) Letters of Credit Incremental Term Loans will be used solely to support payment obligations of the Borrower for working capital and the Subsidiaries incurred in the ordinary course of businessgeneral corporate purposes (including Permitted Acquisitions and any other purpose permitted or not prohibited by this Agreement).
(c) No proceeds of Loans or Letters of Credit will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock. The Borrower will ensure that no such use of Loan proceeds or issuance of Letters of Credit will entail any violation of Regulation T, U or X of the Board.
(d) The Borrower will not request any Borrowing or issuance of any Letter of Credit, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.
Appears in 1 contract
Use of Proceeds and Letters of Credit. (a) The proceeds of the Term Loans and the Revolving Loans, FILO Loans, Swingline Loans, and Term Loans made on the Restatement Effective Date will be used only for (i) the payment of fees and expenses payable in connection with the Transactions, (ii) the refinancing of amounts outstanding and other obligations under the Original Agreement and (iii) the repayment of all amounts due or outstanding under the Existing Synthetic Lease.
(b) The proceeds of the Revolving Loans and Swingline Loans made after the Closing Restatement Effective Date will be used by the Borrower solely for general corporate the following purposes, including:
(i) the repayment of the principal of and accrued and unpaid interest on all outstanding loans and other obligations under the Existing Credit Agreement;
(ii) loans or other transfers to Rite Aid Hdqtrs. Corp. for purposes of financing inventory purchases pursuant to the Intercompany Inventory Purchase Agreement and advancing funds to Subsidiary Loan Parties for their general corporate purposes, including working capital, Consolidated Capital Expenditures permitted pursuant to Section 6.15 and Business Acquisitions permitted pursuant to Section 6.04;
(iiiii) transfers to an operating account for the payment of operating expenses (including rent, utilities, taxes, wages, repair and similar expenses) of, and intercompany Investments permitted under Section 6.04 in, the Borrower or any Subsidiary Loan Party;
(iviii) payment by the Borrower of principal, interest, fees and expenses with respect to its Indebtedness when due (including associated costs, fees and expenses) and payment of the Borrower’s 's taxes, administrative, operating and other expenses;
(viv) Restricted Payments permitted dividends required to be made in respect of the Equity Interests listed on Schedule 6.08(a) or described in Section 6.08(a);
(vi) repurchase shares of the Borrower’s Preferred Stock pursuant to Section 6.08(a);
(vii) payment of principal, interest, fees and expenses with respect to Third Party Interests in accordance with the terms thereof;
(viii) the financing of the purchase or repayment of Optional Debt Repurchases, permitted capital expenditures, the repurchase of the Borrower’s and/or its Subsidiaries’ (including Rite Aid Lease Management Company’s) Preferred Stock and permitted Restricted Payments; and
(ixv) other Business Acquisitions and Investments Optional Debt Repurchases made in accordance with the terms hereofpursuant to Section 6.08(c).
(bc) Letters of Credit will be used solely to support payment obligations of the Borrower and the Subsidiaries incurred in the ordinary course of business.
(cd) No proceeds of Loans or Letters of Credit will be used to prepay commercial paper prior to the maturity thereof and no such proceeds will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock. The Borrower will ensure that no such use of Loan proceeds or and no issuance of Letters of Credit will entail any violation of Regulation T, U or X of the Board.
(d) The Borrower will not request any Borrowing or issuance of any Letter of Credit, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.X.
Appears in 1 contract
Sources: Credit Agreement (Rite Aid Corp)
Use of Proceeds and Letters of Credit. (a) [Intentionally omitted].
(b) The proceeds of the Revolving Loans, FILO Loans, Swingline Loans, and Tranche 7 Term Loans and loans under the Incremental Facilities made on or after the Closing Second Restatement Effective Date will be used by the Borrower as set forth in the preamble and (in the case of such proceeds other than from the Tranche 7 Term Loans) for general corporate purposes, including:
(i) the repayment repayment, repurchase, redemption and/or satisfaction and discharge of the principal of and accrued and unpaid interest on all outstanding loans and other obligations under the Existing Credit AgreementBorrower’s 9.75% senior secured notes dues 2016;
(ii) payment of fees and expenses (including any premiums and amendment fees) incurred in connection with the Transactions;
(iii) loans or other transfers to Rite Aid Hdqtrs. Corp. for purposes of financing inventory purchases pursuant to the Intercompany Inventory Purchase Agreement and advancing funds to Subsidiary Loan Parties for their general corporate purposes, including working capital, Consolidated Capital Expenditures and Business Acquisitions permitted pursuant to Section 6.04;
(iiiiv) transfers to an operating account for the payment of operating expenses (including rent, utilities, taxes, wages, repair and similar expenses) of, and intercompany Investments permitted under Section 6.04 in, the Borrower or any Subsidiary Loan Party;
(ivv) payment by the Borrower of principal, interest, fees and expenses with respect to its Indebtedness when due (including associated costs, fees and expenses) and payment of the Borrower’s taxes, administrative, operating and other expenses;
(vvi) Restricted Payments dividends permitted to be made in respect of the Equity Interests listed on Schedule 6.08(a) or described in Section 6.08(a);
(vivii) repurchase shares of the Borrower’s Preferred Stock pursuant to Section 6.08(a);
(viiviii) payment of principal, interest, fees and expenses with respect to Third Party Interests in accordance with the terms thereof;; and
(viiiix) the financing of the purchase or repayment of Optional Debt Repurchases, permitted capital expenditures, the repurchase of the Borrower’s and/or its Subsidiaries’ (including Rite Aid Lease Management Company’s) Preferred Stock and permitted Restricted Payments; and
(ix) other Business Acquisitions and Investments made in accordance with the terms hereof.
(bc) Letters of Credit will be used solely to support payment obligations of the Borrower and the Subsidiaries incurred in the ordinary course of business.
(cd) No proceeds of Loans or Letters of Credit will be used to prepay commercial paper prior to the maturity thereof and no such proceeds will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock. The Borrower will ensure that no such use of Loan proceeds or and no issuance of Letters of Credit will entail any violation of Regulation T, U or X of the Board.
(d) The Borrower will not request any Borrowing or issuance of any Letter of Credit, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.
Appears in 1 contract
Sources: Credit Agreement (Rite Aid Corp)
Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving Loans, FILO Loans, Swingline Loans, Loans and Term Loans made on or after the Closing Date will be used by the Borrower for general corporate purposes, including:
(i) the repayment of the principal of and accrued and unpaid interest on all outstanding loans and other obligations under the Existing Credit Agreement;
(ii) loans or other transfers to Rite Aid Hdqtrs. Corp. for purposes of financing inventory purchases and advancing funds to Subsidiary Loan Parties for their general corporate purposes, including working capital, Consolidated Capital Expenditures and Business Acquisitions permitted pursuant to Section 6.04;
(iii) transfers to an operating account for the payment of operating expenses (including rent, utilities, taxes, wages, repair and similar expenses) of, and intercompany Investments permitted under Section 6.04 in, the Borrower or any Subsidiary Loan Party;
(iv) payment by the Borrower of principal, interest, fees and expenses with respect to its Indebtedness when due (including associated costs, fees and expenses) and payment of the Borrower’s taxes, administrative, operating and other expenses;
(v) Restricted Payments permitted to be made in respect of the Equity Interests listed on Schedule 6.08(a) or described in Section 6.08(a);
(vi) repurchase shares of the Borrower’s Preferred Stock pursuant to Section 6.08(a);
(vii) payment of principal, interest, fees and expenses with respect to Third Party Interests in accordance with the terms thereof;
(viii) the financing of the purchase or repayment of Optional Debt Repurchases, permitted capital expenditures, the repurchase of the Borrower’s and/or its Subsidiaries’ (including Rite Aid Lease Management Company’s) Preferred Stock and permitted Restricted Payments; and
(ix) other Business Acquisitions and Investments made in accordance with the terms hereof.
(b) Letters of Credit will be used solely only (a) to support payment obligations of finance the Borrower Effective Date Transactions on the Effective Date and the Subsidiaries to pay fees, commissions, costs and expenses incurred in connection with the ordinary course Effective Date Transactions, (b) for working capital and general corporate purposes of business.
GEO and its Restricted Subsidiaries, including the payment of fees, costs and expenses incurred in connection with the transactions contemplated by the Loan Documents, (c) No to finance any Permitted Acquisition and any other acquisition permitted hereunder, (d) to fund Restricted Payments permitted hereunder and to make any other Investments permitted hereunder, (e) to refinance, redeem, repay or otherwise discharge in full any series of the Senior Notes or any other Indebtedness of GEO and its Restricted Subsidiaries, in each case to the extent permitted hereunder, (f) in the case of proceeds of Borrowings of or under Refinancing Term Loans or Letters Refinancing Revolving Commitments, solely as provided in Section 2.22(a) and Section 2.22(b), respectively, and (g) in the case of Credit proceeds of Incremental Term Loans, solely as provided in
Section 2.01 (e). No part of the proceeds of any Loan will be used, whether directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock. The Borrower will ensure purpose that no such use of Loan proceeds or issuance of Letters of Credit will entail any entails a violation of Regulation T, U or X any of the Regulations of the Board.
(d) The Borrower , including Regulations U and X. None of the Borrowers will not request any Borrowing or issuance of any Letter of Credit, and the Borrower Borrowers shall not usenot, and shall ensure that its cause the Subsidiaries and its the Borrowers’ or their such Subsidiaries’ respective directors, officers, employees employees, Affiliates and agents shall not useto not, directly or, to the knowledge of the Borrowers or such Subsidiaries, indirectly, use the proceeds of any Borrowing or Letter of Credit Credit, or lend, contribute or otherwise make available such proceeds to any Subsidiary, other Affiliate, joint venture partner or other Person, (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or AML Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to by any party heretoPerson (including any Person participating in the Loans whether as Administrative Agent, lender, borrower, guarantor, arranger, underwriter, advisor, investor, agent or otherwise).
Appears in 1 contract
Sources: Credit Agreement (Geo Group Inc)
Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving Loans, FILO Loans, Swingline Loans, and Term Loans made on or after the Closing Date will be used by the Borrower only for general corporate purposesbusiness purposes of the Borrower, its Subsidiaries, and the UJVs, including:
(i) , in the repayment case of the principal Term Loans, the refinancing of and accrued and unpaid interest on all outstanding the term loans and other obligations made under the Existing Credit Agreement;
; provided that for purposes of any Borrowing from and after the Amendment Effective Date and until the Covenant Compliance Date, the proceeds of such Borrowing shall be used solely for the purposes of paying (i) operating expenses incurred by TCI, the Borrower and their Subsidiaries and the Borrower’s pro-rata share of operating expenses incurred by UJVs (and only to the extent, in the good faith determination of the Borrower, cash flow from the operations of TCI, the Borrower and their Subsidiaries or such UJV is insufficient to pay the same, taking into account expected receipts, expenditures and contingencies), (ii) loans or other transfers to Rite Aid Hdqtrs. Corp. for purposes of financing inventory purchases capital expenditures and advancing funds to Subsidiary Loan Parties for their general corporate purposes, including working capital, Consolidated Capital Expenditures and Business Acquisitions Investments expressly permitted pursuant to Section 6.04;
6.12, (iii) transfers to an operating account for the payment scheduled interest and principal payments on Indebtedness of operating expenses (including rent, utilities, taxes, wages, repair and similar expenses) of, and intercompany Investments permitted under Section 6.04 inTCI, the Borrower or any Subsidiary Loan Party;
(iv) payment by the Borrower of principal, interest, fees and expenses with respect to its Indebtedness when due (including associated costs, fees their Subsidiaries and expenses) and payment of the Borrower’s taxespro-rata share of scheduled interest and principal payments on Indebtedness of UJVs (and only to the extent cash flow from the operations of such UJV is insufficient to pay the same), administrative, operating and other expenses;
(viv) Restricted Payments permitted by Section 6.06, and (v) merger fees and litigation fees and expenses related to be made the merger transaction with Simon Property Group, Inc. and its affiliates (and only to the extent, in respect of the Equity Interests listed on Schedule 6.08(a) or described in Section 6.08(a);
(vi) repurchase shares good faith determination of the Borrower’s Preferred Stock pursuant , cash flow from the operations of TCI, the Borrower and their Subsidiaries is insufficient to Section 6.08(apay the same, taking into account expected receipts, expenditures and contingencies);
(vii) payment of principal, interest, fees and expenses with respect to Third Party Interests in accordance with the terms thereof;
(viii) the financing . No part of the purchase proceeds of any Loan will be used, whether directly or repayment indirectly, for any purpose that entails a violation of Optional Debt Repurchases, permitted capital expenditures, the repurchase any of the Borrower’s and/or its Subsidiaries’ (Regulations of the Board, including Rite Aid Lease Management Company’s) Preferred Stock Regulations T, U and permitted Restricted Payments; and
(ix) other Business Acquisitions and Investments made in accordance with the terms hereof.
(b) X. Letters of Credit will be used solely issued only to support payment obligations general business purposes of the Borrower Borrower, its Subsidiaries and the Subsidiaries incurred in the ordinary course of business.
(c) No proceeds of Loans or Letters of Credit will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin StockUJVs. The Borrower will ensure that no such use of Loan proceeds or issuance of Letters of Credit will entail any violation of Regulation T, U or X of the Board.
(d) The Borrower will not request any Borrowing or issuance of any Letter of Credit, and the Borrower shall not use, and shall ensure that direct its Subsidiaries and its or their the respective directors, officers, employees and agents shall of the Borrower and its Subsidiaries not to use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a Person required to comply with Sanctions, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto. On the Effective Date and from time to time thereafter, on not less than thirty (30) Business Days' notice, the Borrower may request that proceeds of the Loans be used to refinance secured mortgage Indebtedness of the Borrower and/or its Subsidiaries, including the secured mortgage Indebtedness on the Dolphin Mall in Miami, Florida, in which event, a portion of the Loans equal to the amount of the advances made hereunder in connection with such refinancing, at the Borrower's election, may be secured by an amended and restated mortgage on the property securing the mortgage Indebtedness to be so refinanced (a “Refinancing Mortgage”) and evidenced by a mortgage note in favor of the Administrative Agent or an Affiliate of the Borrower in form and substance reasonably satisfactory to the Administrative Agent and the Borrower; provided that any mortgage note in favor of an Affiliate of the Borrower shall have a zero balance and may not be assigned by such Affiliate without the prior written consent of the Administrative Agent, except for an assignment of such Refinancing Mortgage in connection with a Disposition permitted by Section 6.04; provided that no Refinancing Mortgage may encumber a property located in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency in connection with the National Flood Insurance Program, unless the Borrower has obtained flood insurance under the National Flood Insurance Program that is satisfactory to the Administrative Agent and the Lenders. Such request from the Borrower shall include a certificate from the Borrower (which certificate the Administrative Agent will forward to the Lenders) certifying that the property to be encumbered by such Refinancing Mortgage is not located in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency in connection with the National Flood Insurance Program, unless the Borrower has obtained flood insurance under the National Flood Insurance Program that is satisfactory to the Administrative Agent and the Lenders. At least ten (10) Business Days prior to the recordation of any Refinancing Mortgage, the Administrative Agent shall provide all Lenders with a legal description and special flood hazard determination form for all property proposed to be encumbered thereby. Any such Refinancing Mortgage and any other agreement, certifications, opinions and other documents will be (i) in form and substance reasonably acceptable to the Administrative Agent and its counsel and the Borrower, provided that such documents will not subject the applicable Property to additional obligations, requirements, restrictions or liabilities that are not already set forth in the Loan Documents with respect to such Property, (ii) to be consistent in all respects with the terms of this Agreement, and (iii) if the Administrative Agent is the holder of such Refinancing Mortgage, subject to being unconditionally released or assigned by the Administrative Agent at the request of the Borrower without the need for any consent or approval of the Lenders (it being understood and agreed that the Administrative Agent and the Lenders shall not be required to give any representations and warranties with respect to any such release or assignment, including with respect to any aspects of the Indebtedness secured thereby, except that it is the holder thereof and authorized to execute and deliver the same). In addition, in connection with each Refinancing Mortgage, the Administrative Agent and from time to time thereafter at the request and expense of Borrower, will provide subordination, non-disturbance and attornment agreements if it is the holder of such Refinancing Mortgage. Unless otherwise directed by Borrower, any prepayments made by the Borrower shall be applied first to any and all Loans outstanding that are not secured by a Refinancing Mortgage, and only to Loans secured by Refinancing Mortgages if there shall be no other Loans outstanding at the time. Any property subject to a Refinancing Mortgage shall be and remain eligible for treatment as an Eligible Unencumbered Asset, and any note secured by a Refinancing Mortgage shall be treated as Total Unsecured Indebtedness.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Taubman Centers Inc)
Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving Loans, FILO Loans made on the Third Amendment Effective Date will be used to refinance in part loans outstanding under this Agreement immediately prior to the Third Amendment Effective Date.
(b) The proceeds of the Revolving Loans, Swingline Loans, Loans and Term Loans loans under the Incremental Facilities made on or after the Closing Restatement Effective Date will be used by the Borrower solely for general corporate the following purposes, including:
(i) the repayment of the principal of and accrued and unpaid interest on all outstanding loans and other obligations under the Existing Credit Agreement;
(ii) loans or other transfers to Rite Aid Hdqtrs. Corp. for purposes of financing inventory purchases pursuant to the Intercompany Inventory Purchase Agreement and advancing funds to Subsidiary Loan Parties for their general corporate purposes, including working capital, Consolidated Capital Expenditures and Business Acquisitions permitted pursuant to Section 6.04;
(iiiii) transfers to an operating account for the payment of operating expenses (including rent, utilities, taxes, wages, repair and similar expenses) of, and intercompany Investments permitted under Section 6.04 in, the Borrower or any Subsidiary Loan Party;
(iviii) payment by the Borrower of principal, interest, fees and expenses with respect to its Indebtedness when due (including associated costs, fees and expenses) and payment of the Borrower’s 's taxes, administrative, operating and other expenses;
(viv) Restricted Payments dividends permitted to be made in respect of the Equity Interests listed on Schedule 6.08(a) or described in Section 6.08(a);
(vi) repurchase shares of the Borrower’s Preferred Stock pursuant to Section 6.08(a);
(viiv) payment of principal, interest, fees and expenses with respect to Third Party Interests in accordance with the terms thereof;
(viii) the financing of the purchase or repayment of Optional Debt Repurchases, permitted capital expenditures, the repurchase of the Borrower’s and/or its Subsidiaries’ (including Rite Aid Lease Management Company’s) Preferred Stock and permitted Restricted Payments; and
(ixvi) other Business Acquisitions and Investments Optional Debt Repurchases made in accordance with the terms hereofpursuant to Section 6.08(b) or Section 6.08(c).
(bc) Letters of Credit will be used solely to support payment obligations of the Borrower and the Subsidiaries incurred in the ordinary course of business.
(cd) No proceeds of Loans or Letters of Credit will be used to prepay commercial paper prior to the maturity thereof and no such proceeds will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock. The Borrower will ensure that no such use of Loan proceeds or and no issuance of Letters of Credit will entail any violation of Regulation T, U or X of the Board.
(d) The Borrower will not request any Borrowing or issuance of any Letter of Credit, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.X.
Appears in 1 contract
Sources: Credit Agreement (Rite Aid Corp)
Use of Proceeds and Letters of Credit. (a) The proceeds of the Tranche 1 Term Loans will be used by the Borrower for the purposes set forth in the preamble hereto.
(b) The proceeds of the Revolving Loans, FILO Loans, Swingline Loans, Loans and Term Loans loans under the Incremental Facilities made on or after the Closing First Restatement Effective Date will be used by the Borrower as set forth in the preamble and for general corporate purposes, including:
(i) the repayment of the principal of and accrued and unpaid interest on all outstanding loans and other obligations under the Existing Credit Agreement;
(ii) loans or other transfers to Rite Aid Hdqtrs. Corp. for purposes of financing inventory purchases pursuant to the Intercompany Inventory Purchase Agreement and advancing funds to Subsidiary Loan Parties for their general corporate purposes, including working capital, Consolidated Capital Expenditures and Business Acquisitions permitted pursuant to Section 6.04;
(iiiii) transfers to an operating account for the payment of operating expenses (including rent, utilities, taxes, wages, repair and similar expenses) of, and intercompany Investments permitted under Section 6.04 in, the Borrower or any Subsidiary Loan Party;
(iviii) payment by the Borrower of principal, interest, fees and expenses with respect to its Indebtedness when due (including associated costs, fees and expenses) and payment of the Borrower’s 's taxes, administrative, operating and other expenses;
(viv) Restricted Payments dividends permitted to be made in respect of the Equity Interests listed on Schedule 6.08(a) or described in Section 6.08(a);
(viv) repurchase shares of the Borrower’s 's Preferred Stock pursuant to Section 6.08(a);
(viivi) payment of principal, interest, fees and expenses with respect to Third Party Interests in accordance with the terms thereof;; and
(viiivii) the financing of the purchase or repayment of Optional Debt Repurchases, permitted capital expenditures, the repurchase of the Borrower’s 's and/or its Subsidiaries’ ' (including Rite Aid Lease Management Company’s's) Preferred Stock and permitted Restricted Payments; and
(ix) other Business Acquisitions and Investments made in accordance with the terms hereof.
(bc) Letters of Credit will be used solely to support payment obligations of the Borrower and the Subsidiaries incurred in the ordinary course of business.
(cd) No proceeds of Loans or Letters of Credit will be used to prepay commercial paper prior to the maturity thereof and no such proceeds will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock. The Borrower will ensure that no such use of Loan proceeds or and no issuance of Letters of Credit will entail any violation of Regulation T, U or X of the Board.
(d) The Borrower will not request any Borrowing or issuance of any Letter of Credit, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.
Appears in 1 contract
Sources: Credit Agreement (Rite Aid Corp)
Use of Proceeds and Letters of Credit. (a) The proceeds of the Tranche 3 Term Loans were used by the Borrower for the purposes set forth in the preamble hereto.
(b) The proceeds of the Revolving Loans, FILO Loans, Swingline Loans, Loans and Term Loans loans under the Incremental Facilities made on or after the Closing Second Restatement Effective Date will be used by the Borrower as set forth in the preamble and for general corporate purposes, including:
(i) the repayment payment of part of the principal of and accrued and unpaid interest on all outstanding loans and other obligations under consideration due to the Existing Credit AgreementSeller in connection with the Acquisition;
(ii) payment of fees and expenses (including any premiums and amendment fees) incurred in connection with the Transactions;
(iii) loans or other transfers to Rite Aid Hdqtrs. Corp. for purposes of financing inventory purchases pursuant to the Intercompany Inventory Purchase Agreement and advancing funds to Subsidiary Loan Parties for their general corporate purposes, including working capital, Consolidated Capital Expenditures and Business Acquisitions permitted pursuant to Section 6.04;
(iiiiv) transfers to an operating account for the payment of operating expenses (including rent, utilities, taxes, wages, repair and similar expenses) of, and intercompany Investments permitted under Section 6.04 in, the Borrower or any Subsidiary Loan Party;
(ivv) payment by the Borrower of principal, interest, fees and expenses with respect to its Indebtedness when due (including associated costs, fees and expenses) and payment of the Borrower’s taxes, administrative, operating and other expenses;
(vvi) Restricted Payments dividends permitted to be made in respect of the Equity Interests listed on Schedule 6.08(a) or described in Section 6.08(a);
(vivii) repurchase shares of the Borrower’s Preferred Stock pursuant to Section 6.08(a);
(viiviii) payment of principal, interest, fees and expenses with respect to Third Party Interests in accordance with the terms thereof;; and
(viiiix) the financing of the purchase or repayment of Optional Debt Repurchases, permitted capital expenditures, the repurchase of the Borrower’s and/or its Subsidiaries’ (including Rite Aid Lease Management Company’s) Preferred Stock and permitted Restricted Payments; and
(ix) other Business Acquisitions and Investments made in accordance with the terms hereof.
(bc) Letters of Credit will be used solely to support payment obligations of the Borrower and the Subsidiaries incurred in the ordinary course of business.
(cd) No proceeds of Loans or Letters of Credit will be used to prepay commercial paper prior to the maturity thereof and no such proceeds will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock. The Borrower will ensure that no such use of Loan proceeds or issuance of Letters of Credit will entail any violation of Regulation T, U or X of the Board.
(d) The Borrower will not request any Borrowing or issuance of any Letter of Credit, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.Margin
Appears in 1 contract
Sources: Credit Agreement (Rite Aid Corp)
Use of Proceeds and Letters of Credit. (a) The proceeds of -------------------------------------- the Term Loans and Purchase Money Revolving Loans, FILO Loanswill be used solely to finance the purchase, Swingline Loansconstruction, expansion, development or acquisition by the Borrower or Restricted Subsidiaries of Telecommunications Assets (including, to the extent permitted by the Indentures, Telecommunications Assets owned on the date of this Agreement or acquired within 180 days after the date of the relevant Borrowing) which will be pledged to the Collateral Agent for the benefit of the Secured Parties pursuant to the applicable Security Agreement or appropriate Mortgages and to repay the Indebtedness outstanding under the Splitrock Indenture. Term Loans made on and Purchase Money Revolving Loans may not exceed 100% (or after such lower percentage as may be the Closing Date maximum then permitted by the Indentures) of the purchase price of the assets being financed with the proceeds thereof. The proceeds of the Revolving Loans that are Non-Purchase Money Loans and Swingline Loans and the issuance of Letters of Credit will be used by the Borrower for general corporate purposes, including:
(i) the repayment of the principal of working capital and accrued and unpaid interest on all outstanding loans and other obligations under the Existing Credit Agreement;
(ii) loans or other transfers to Rite Aid Hdqtrs. Corp. for purposes of financing inventory purchases and advancing funds to Subsidiary Loan Parties for their general corporate purposes, including working capitalthe construction, Consolidated Capital Expenditures expansion, development or acquisition of Telecommunications Assets and Business Acquisitions permitted pursuant to Section 6.04;
(iii) transfers to an operating account for the payment of operating expenses (including rent, utilities, taxes, wages, repair and similar expenses) of, and intercompany Investments permitted under Section 6.04 in, the Borrower or any Subsidiary Loan Party;
(iv) payment by the Borrower of principal, interest, fees and expenses with respect to its Indebtedness when due (including associated costs, fees and expenses) and payment Telecommunications Businesses. No part of the Borrower’s taxes, administrative, operating and other expenses;
(v) Restricted Payments permitted to be made in respect of the Equity Interests listed on Schedule 6.08(a) or described in Section 6.08(a);
(vi) repurchase shares of the Borrower’s Preferred Stock pursuant to Section 6.08(a);
(vii) payment of principal, interest, fees and expenses with respect to Third Party Interests in accordance with the terms thereof;
(viii) the financing of the purchase or repayment of Optional Debt Repurchases, permitted capital expenditures, the repurchase of the Borrower’s and/or its Subsidiaries’ (including Rite Aid Lease Management Company’s) Preferred Stock and permitted Restricted Payments; and
(ix) other Business Acquisitions and Investments made in accordance with the terms hereof.
(b) Letters of Credit will be used solely to support payment obligations of the Borrower and the Subsidiaries incurred in the ordinary course of business.
(c) No proceeds of Loans or Letters of Credit any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the purposeRegulations of the Board, whether immediateincluding Regulations U and X.
(b) If any Financed Telecommunications Assets are to be held by any Subsidiary, incidental or ultimate, of buying or carrying any Margin Stock. The the Borrower will ensure that no such use of Subsidiary is a Restricted Subsidiary and that (i) such Financed Telecommunications Assets are acquired by the Borrower and leased to such Restricted Subsidiary pursuant to an Approved Lease Agreement, (ii) such Financed Telecommunications Assets are sold to such Restricted Subsidiary in exchange for Indebtedness issued pursuant to the Intercompany Loan proceeds or issuance of Letters of Credit will entail any violation of Regulation T, U or X Agreement and such Financed Telecommunications Assets are subject to the Liens of the Board.
Intercompany Security Agreement or (diii) The Borrower will not request any Borrowing or issuance of any Letter of Credit, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, such Financed Telecommunications Assets are acquired by such Restricted Subsidiary using the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise Loans that are further loaned by the Borrower to pay, or authorization such Restricted Subsidiary pursuant to the Intercompany Loan Agreement and such Financed Telecommunications Assets are subject to the Liens of the payment or giving of moneyIntercompany Security Agreement, or anything else of valuebut which Restricted Subsidiary may lease such Financed Telecommunications Assets pursuant to an Approved Lease Agreement and may sell such assets subject to such Liens, in each case to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party heretoanother Restricted Subsidiary.
Appears in 1 contract
Sources: Credit Agreement (McLeodusa Inc)
Use of Proceeds and Letters of Credit. (a) Each Credit Agreement Party will, and will cause each of its Subsidiaries to, use the proceeds of the Loans for the purposes specified below:
(i) The proceeds of the Revolving Loans, FILO Loans, Swingline Loans, and Tranche C Term Loans made shall be utilized by the U.S. Borrower on or after the Closing Initial Borrowing Date will solely to (x) finance the Acquisition and the Refinancing, (y) effect Intercompany Distribution Transactions in accordance with the requirements of this Agreement and (z) pay fees and expenses incurred in connection with the Transaction. The proceeds of the Tranche A Term Loans and the Tranche B Term Loans shall be utilized by the Canadian Borrower on the Initial Borrowing Date solely to (x) finance the Acquisition and the Refinancing and (y) pay fees and expenses incurred in connection with the Transaction.
(ii) All proceeds of Incremental Term Loans incurred by each Incremental Term Loan Borrower shall be used by the Borrower for general corporate purposes, including:
(i) to finance Permitted Acquisitions (and to pay the repayment fees and expenses related thereto and post-closing adjustments and earn-outs in connection therewith) and to refinance any Indebtedness assumed as part of the principal of any such Permitted Acquisitions (and to pay all accrued and unpaid interest on all outstanding loans thereon, any prepayment premium associated therewith and other obligations under the Existing Credit Agreement;
fees and expenses related thereto), (ii) loans or other transfers to Rite Aid Hdqtrs. Corp. make Investments and expenditures permitted by Section 10.04(p), 10.14(c) and 10.14(d) and (iii) for purposes of financing inventory purchases the Incremental Term Loan Borrowers' and advancing funds to Subsidiary Loan Parties for their respective Subsidiaries' general corporate purposes, including working capital, Consolidated Capital Expenditures and Business Acquisitions permitted pursuant to Section 6.04;; provided that no more than 50% of the aggregate amount of the proceeds from all incurrences of Incremental Term Loans may be used for the purposes described in preceding sub-clause (iii).
(iii) transfers to an operating account All proceeds of Revolving Loans and Swingline Loans shall be used for the payment of operating expenses Borrowers' and their respective Subsidiaries' ongoing working capital requirements and general corporate purposes (including rent, utilities, taxes, wages, repair and similar expensesto effect Permitted Acquisitions (to the extent permitted by this Agreement) of, and intercompany Investments permitted under Section 6.04 in, the Borrower or any Subsidiary Loan Party;
(iv) payment by the Borrower of principal, interest, fees and expenses with respect to its Indebtedness when due (including associated costs, fees and expenses) and payment of the Borrower’s taxes, administrative, operating and other expenses;
(v) Restricted Payments permitted to be made but excluding payments in respect of the Equity Interests listed on Schedule 6.08(a) or described in Section 6.08(a);
(vi) repurchase shares of the Borrower’s Preferred Stock pursuant to Section 6.08(a);
(vii) payment of principal, interest, fees and expenses with respect to Third Party Interests in accordance connection with the terms thereof;
(viii) the financing of the purchase or repayment of Optional Debt Repurchases, permitted capital expenditures, the repurchase of the Borrower’s and/or its Subsidiaries’ (including Rite Aid Lease Management Company’s) Preferred Stock and permitted Restricted Payments; and
(ix) other Business Acquisitions and Investments made in accordance with the terms hereofTransaction).
(b) Letters No part of any Credit Event (or the proceeds thereof) will be used solely to support payment obligations of the Borrower and the Subsidiaries incurred in the ordinary course of business.
(c) No proceeds of Loans purchase or Letters of Credit will be used, directly carry any Margin Stock or indirectly, to extend credit for the purpose, whether immediate, incidental or ultimate, purpose of buying purchasing or carrying any Margin Stock. The Borrower will ensure that no such Neither the making of any Loan nor the use of Loan the proceeds thereof nor the occurrence of any other Credit Event will violate or issuance of Letters of Credit will entail any violation of Regulation T, U or X be inconsistent with the provisions of the BoardMargin Regulations.
(d) The Borrower will not request any Borrowing or issuance of any Letter of Credit, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.
Appears in 1 contract
Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving Loans, FILO Loans, Swingline Loans, and Term Loans made incurred on or after the Closing Date will be used by the Borrower for general corporate purposes(A) first, including:
(i) the repayment of the principal of to refinance and accrued and unpaid interest on repay in full all Indebtedness outstanding loans and other obligations under pursuant to the Existing Credit Agreement;
Agreement and (iiB) loans or other transfers to Rite Aid Hdqtrs. Corp. for purposes of financing inventory purchases and advancing funds to Subsidiary Loan Parties for their general corporate purposessecond, including working capital, Consolidated Capital Expenditures and Business Acquisitions permitted pursuant to Section 6.04;
(iii) transfers to an operating account for the payment of operating expenses (including rent, utilities, taxes, wages, repair and similar expenses) of, and intercompany Investments permitted under Section 6.04 in, the Borrower or any Subsidiary Loan Party;
(iv) payment by the Borrower of principal, interest, fees and expenses with respect to its Indebtedness when due (including associated costs, fees and expenses) and payment of the Borrower’s taxes, administrative, operating and other expenses;
(v) Restricted Payments permitted to be made in respect of the Equity Interests listed on Schedule 6.08(a) or described in Section 6.08(a);
(vi) repurchase shares of the Borrower’s Preferred Stock pursuant to Section 6.08(a);
(vii) payment of principal, interest, fees and expenses with respect to Third Party Interests in accordance with Section 5.08(b). On and after the terms thereof;
(viii) Closing Date, the financing proceeds of the purchase or repayment of Optional Debt RepurchasesLoans will be used only for, permitted capital expenditures, the repurchase of the Borrower’s and/or its Subsidiaries’ (including Rite Aid Lease Management Company’s) Preferred Stock and permitted Restricted Payments; and
(ix) other Business Acquisitions and Investments made in accordance with the terms hereof.
(b) Letters of Credit will be used solely issued only to support payment obligations support, general corporate purposes of the Borrower Borrowers, including, but not limited to, the funding of acquisitions, investments, redevelopments, expansions, renovations, construction, capital expenditures and working capital needs. No part of the Subsidiaries incurred in the ordinary course of business.
(c) No proceeds of Loans or Letters of Credit any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the purposeRegulations of the Board, whether immediateincluding Regulations T, incidental U and X. NAI-1539367892v12 Additional Subsidiary Guarantors. Within fifty-five (55) days (or ultimatesuch longer period to which the Administrative Agent may agree in its sole discretion) after any Subsidiary of the Company that is not already a party to the Subsidiary Guaranty qualifies as a Domestic Subsidiary (but excluding any Excluded Subsidiary), the Company will cause such Domestic Subsidiary to deliver to the Administrative Agent, a Guaranty Supplement (as defined in the Subsidiary Guaranty), duly executed by such Subsidiary, pursuant to which such Domestic Subsidiary joins in the Subsidiary Guaranty as a guarantor thereunder. Notwithstanding anything to the contrary in any Loan Document, no Excluded Subsidiary will be required to be a Subsidiary Guarantor, but the Borrower may, in its sole and absolute discretion, cause any Excluded Subsidiary to become a “Subsidiary Guarantor” and a “Loan Party” by causing such Excluded Subsidiary to comply with the requirements set forth in this Section 5.09 as if it were subject thereto. NEGATIVE COVENANTS Until the Commitments have expired or terminated and the principal of buying or carrying any Margin Stock. The Borrower will ensure that no such use of and interest on each Loan proceeds or issuance of and all fees and other Obligations payable hereunder have been paid in full and all Letters of Credit will entail have expired or terminated, in each case, without any violation of Regulation T, U or X of the Board.
(d) The Borrower will not request any Borrowing or issuance of any Letter of Creditpending draw, and all LC Disbursements shall have been reimbursed, each Borrower covenants and agrees with the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.Lenders that:
Appears in 1 contract
Sources: Revolving Credit Agreement (Cooper Companies, Inc.)
Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving Loans, FILO Loans, Swingline Loans, Loans and Term Loans made on or after the Closing Date will be used by the Borrower for general corporate purposes, including:
(i) the repayment of the principal of and accrued and unpaid interest on all outstanding loans and other obligations under the Existing Credit Agreement;
(ii) loans or other transfers to Rite Aid Hdqtrs. Corp. for purposes of financing inventory purchases and advancing funds to Subsidiary Loan Parties for their general corporate purposes, including working capital, Consolidated Capital Expenditures and Business Acquisitions permitted pursuant to Section 6.04;
(iii) transfers to an operating account for the payment of operating expenses (including rent, utilities, taxes, wages, repair and similar expenses) of, and intercompany Investments permitted under Section 6.04 in, the Borrower or any Subsidiary Loan Party;
(iv) payment by the Borrower of principal, interest, fees and expenses with respect to its Indebtedness when due (including associated costs, fees and expenses) and payment of the Borrower’s taxes, administrative, operating and other expenses;
(v) Restricted Payments permitted to be made in respect of the Equity Interests listed on Schedule 6.08(a) or described in Section 6.08(a);
(vi) repurchase shares of the Borrower’s Preferred Stock pursuant to Section 6.08(a);
(vii) payment of principal, interest, fees and expenses with respect to Third Party Interests in accordance with the terms thereof;
(viii) the financing of the purchase or repayment of Optional Debt Repurchases, permitted capital expenditures, the repurchase of the Borrower’s and/or its Subsidiaries’ (including Rite Aid Lease Management Company’s) Preferred Stock and permitted Restricted Payments; and
(ix) other Business Acquisitions and Investments made in accordance with the terms hereof.
(b) Letters of Credit will be used solely only (a) to support payment obligations of finance the Borrower Effective Date Transactions on the Effective Date and the Subsidiaries to pay fees, commissions, costs and expenses incurred in connection with the ordinary course Effective Date Transactions, (b) for Working Capital and general corporate purposes of business.
GEO and its Restricted Subsidiaries, including the payment of fees, costs and expenses incurred in connection with the transactions contemplated by the Loan Documents, (c) No to finance any Permitted Acquisition and any other acquisition permitted hereunder, (d) to fund Restricted Payments permitted hereunder and to make any other Investments permitted hereunder, (e) to refinance, redeem, repay or otherwise discharge in full any series of the Senior Notes or any other Indebtedness of GEO and its Restricted Subsidiaries, in each case to the extent permitted hereunder, (f) in the case of proceeds of Borrowings of or under Refinancing Term Loans or Letters Refinancing Revolving Commitments, solely as provided in Section 2.22(a) and Section 2.22(b), respectively, and (g) in the case of Credit proceeds of Incremental Term Loans, solely as provided in Section 2.01(e). No part of the proceeds of any Loan will be used, whether directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock. The Borrower will ensure purpose that no such use of Loan proceeds or issuance of Letters of Credit will entail any entails a violation of Regulation T, U or X any of the Regulations of the Board.
(d) The Borrower , including Regulations U and X. None of the Borrowers will not request any Borrowing or issuance of any Letter of Credit, and the Borrower Borrowers shall not usenot, and shall ensure that its cause the Subsidiaries and its the Borrowers’ or their such Subsidiaries’ respective directors, officers, employees employees, Affiliates and agents shall not useto not, directly or, to the knowledge of the Borrowers or such Subsidiaries, indirectly, use the proceeds of any Borrowing or Letter of Credit Credit, or lend, contribute or otherwise make available such proceeds to any Subsidiary, other Affiliate, joint venture partner or other Person, (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or AML Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to by any party heretoPerson (including any Person participating in the Loans whether as Administrative Agent, lender, borrower, guarantor, underwriter, advisor, investor, agent or otherwise).
Appears in 1 contract
Sources: Credit Agreement (Geo Group Inc)
Use of Proceeds and Letters of Credit. (a) The proceeds of the Tranche 2 Term Loans will be used by the Borrower for the purposes set forth in the preamble hereto.
(b) The proceeds of the Revolving Loans, FILO Loans, Swingline Loans, Loans and Term Loans loans under the Incremental Facilities made on or after the Closing Second Restatement Effective Date will be used by the Borrower as set forth in the preamble and for general corporate purposes, including:
(i) the repayment payment of part of the principal of and accrued and unpaid interest on all outstanding loans and other obligations under consideration due to the Existing Credit AgreementSeller in connection with the Acquisition;
(ii) payment of fees and expenses (including any premiums and amendment fees) incurred in connection with the Transactions;
(iii) loans or other transfers to Rite Aid Hdqtrs. Corp. for purposes of financing inventory purchases pursuant to the Intercompany Inventory Purchase Agreement and advancing funds to Subsidiary Loan Parties for their general corporate purposes, including working capital, Consolidated Capital Expenditures and Business Acquisitions permitted pursuant to Section 6.04;
(iiiiv) transfers to an operating account for the payment of operating expenses (including rent, utilities, taxes, wages, repair and similar expenses) of, and intercompany Investments permitted under Section 6.04 in, the Borrower or any Subsidiary Loan Party;
(ivv) payment by the Borrower of principal, interest, fees and expenses with respect to its Indebtedness when due (including associated costs, fees and expenses) and payment of the Borrower’s taxes, administrative, operating and other expenses;
(vvi) Restricted Payments dividends permitted to be made in respect of the Equity Interests listed on Schedule 6.08(a) or described in Section 6.08(a);
; (vivii) repurchase shares of the Borrower’s Preferred Stock pursuant to Section 6.08(a);
(vii) payment of principal, interest, fees and expenses with respect to Third Party Interests in accordance with the terms thereof;
(viii) the financing of the purchase or repayment of Optional Debt Repurchases, permitted capital expenditures, the repurchase of the Borrower’s and/or its Subsidiaries’ (including Rite Aid Lease Management Company’s) Preferred Stock and permitted Restricted Payments; and
(ix) other Business Acquisitions and Investments made in accordance with the terms hereof.
(b) Letters of Credit will be used solely to support payment obligations of the Borrower and the Subsidiaries incurred in the ordinary course of business.
(c) No proceeds of Loans or Letters of Credit will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock. The Borrower will ensure that no such use of Loan proceeds or issuance of Letters of Credit will entail any violation of Regulation T, U or X of the Board.
(d) The Borrower will not request any Borrowing or issuance of any Letter of Credit, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.
Appears in 1 contract
Sources: Credit Agreement (Rite Aid Corp)
Use of Proceeds and Letters of Credit. (a) The proceeds of the Revolving Loans, FILO Loans, Swingline Loans, Loans and Term Loans made on or after the Closing Date will be used by the Borrower for general corporate purposes, including:
(i) the repayment of the principal of and accrued and unpaid interest on all outstanding loans and other obligations under the Existing Credit Agreement;
(ii) loans or other transfers to Rite Aid Hdqtrs. Corp. for purposes of financing inventory purchases and advancing funds to Subsidiary Loan Parties for their general corporate purposes, including working capital, Consolidated Capital Expenditures and Business Acquisitions permitted pursuant to Section 6.04;
(iii) transfers to an operating account for the payment of operating expenses (including rent, utilities, taxes, wages, repair and similar expenses) of, and intercompany Investments permitted under Section 6.04 in, the Borrower or any Subsidiary Loan Party;
(iv) payment by the Borrower of principal, interest, fees and expenses with respect to its Indebtedness when due (including associated costs, fees and expenses) and payment of the Borrower’s taxes, administrative, operating and other expenses;
(v) Restricted Payments permitted to be made in respect of the Equity Interests listed on Schedule 6.08(a) or described in Section 6.08(a);
(vi) repurchase shares of the Borrower’s Preferred Stock pursuant to Section 6.08(a);
(vii) payment of principal, interest, fees and expenses with respect to Third Party Interests in accordance with the terms thereof;
(viii) the financing of the purchase or repayment of Optional Debt Repurchases, permitted capital expenditures, the repurchase of the Borrower’s and/or its Subsidiaries’ (including Rite Aid Lease Management Company’s) Preferred Stock and permitted Restricted Payments; and
(ix) other Business Acquisitions and Investments made in accordance with the terms hereof.
(b) Letters of Credit will be used solely only (a) to support payment obligations of finance the Borrower Effective Date Transactions on the Effective Date and the Subsidiaries to pay fees, commissions, costs and expenses incurred in connection with the ordinary course Effective Date Transactions, (b) for working capital and general corporate purposes of business.
GEO and its Restricted Subsidiaries, including the payment of fees, costs and expenses incurred in connection with the transactions contemplated by the Loan Documents, (c) No to finance any Permitted Acquisition and any other acquisition permitted hereunder, (d) to fund Restricted Payments permitted hereunder and to make any other Investments permitted hereunder, (e) to refinance, redeem, repay or otherwise discharge in full any series of the Senior Notes or any other Indebtedness of GEO and its Restricted Subsidiaries, in each case to the extent permitted hereunder, (f) in the case of proceeds of Borrowings of or under Refinancing Term Loans or Letters Refinancing Revolving Commitments, solely as provided in Section 2.22(a) and Section 2.22(b), respectively, and (g) in the case of Credit proceeds of Incremental Term Loans, solely as provided in Section 2.01(e). No part of the proceeds of any Loan will be used, whether directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock. The Borrower will ensure purpose that no such use of Loan proceeds or issuance of Letters of Credit will entail any entails a violation of Regulation T, U or X any of the Regulations of the Board.
(d) The Borrower , including Regulations U and X. None of the Borrowers will not request any Borrowing or issuance of any Letter of Credit, and the Borrower Borrowers shall not usenot, and shall ensure that its cause the Subsidiaries and its the Borrowers’ or their such Subsidiaries’ respective directors, officers, employees employees, Affiliates and agents shall not useto not, directly or, to the knowledge of the Borrowers or such Subsidiaries, indirectly, use the proceeds of any Borrowing or Letter of Credit Credit, or lend, contribute or otherwise make available such proceeds to any Subsidiary, other Affiliate, joint venture partner or other Person, (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or AML Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to by any party heretoPerson (including any Person participating in the Loans whether as Administrative Agent, lender, borrower, guarantor, arranger, underwriter, advisor, investor, agent or otherwise).
Appears in 1 contract
Sources: Credit Agreement (Geo Group Inc)
Use of Proceeds and Letters of Credit. (a) [Intentionally omitted].
(b) The proceeds of the Revolving Loans, FILO Loans, Swingline Loans, Loans and Term Loans loans under the Incremental Facilities made on or after the Closing 2015 Restatement Effective Date will be used by the Borrower as set forth in the preamble and for general corporate purposes, including:
(i) the repayment of the principal of and accrued and unpaid interest on all outstanding loans Revolving Loans, Swingline Loans and other obligations LC Disbursements under the Existing Credit AgreementOriginal Agreement as of the 2015 Restatement Effective Date,
(ii) the repayment in full of the Tranche 7 Term Loans on the 2015 Restatement Effective Date;
(iiiii) loans or other transfers to Rite Aid Hdqtrs. Corp. for purposes of financing inventory purchases pursuant to the Intercompany Inventory Purchase Agreement and advancing funds to Subsidiary Loan Parties for their general corporate purposes, including working capital, Consolidated Capital Expenditures and Business Acquisitions permitted pursuant to Section 6.04;
(iiiiv) transfers to an operating account for the payment of operating expenses (including rent, utilities, taxes, wages, repair and similar expenses) of, and intercompany Investments permitted under Section 6.04 in, the Borrower or any Subsidiary Loan Party;
(ivv) payment by the Borrower of principal, interest, fees and expenses with respect to its Indebtedness when due (including associated costs, fees and expenses) and payment of the Borrower’s taxes, administrative, operating and other expenses;
(vvi) Restricted Payments dividends permitted to be made in respect of the Equity Interests listed on Schedule 6.08(a) or described in Section 6.08(a);
(vivii) repurchase shares of the Borrower’s Preferred Stock pursuant to Section 6.08(a);
(viiviii) payment of principal, interest, fees and expenses with respect to Third Party Interests in accordance with the terms thereof;
(viiiix) the financing of the purchase or repayment of the 2020 8.00% Notes and other Optional Debt Repurchases, permitted capital expenditures, the repurchase of the Borrower’s and/or its Subsidiaries’ (including Rite Aid Lease Management Company’s) Preferred Stock and permitted Restricted Payments; and
(ixx) other Business Acquisitions and Investments made in accordance with the terms hereof.
(bc) Letters of Credit will be used solely to support payment obligations of the Borrower and the Subsidiaries incurred in the ordinary course of business.
(cd) No proceeds of Loans or Letters of Credit will be used to prepay commercial paper prior to the maturity thereof and no such proceeds will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock. The Borrower will ensure that no such use of Loan proceeds or and no issuance of Letters of Credit will entail any violation of Regulation T, U or X of the Board.
(de) The Borrower will not request any Borrowing or issuance of any Letter of Credit, and the Borrower shall not use, and shall ensure procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.
Appears in 1 contract
Sources: Credit Agreement (Rite Aid Corp)
Use of Proceeds and Letters of Credit. (a) The proceeds of the Tranche 3 Term Loans will be used by the Borrower for the purposes set forth in the preamble hereto.
(b) The proceeds of the Revolving Loans, FILO Loans, Swingline Loans, Loans and Term Loans loans under the Incremental Facilities made on or after the Closing Second Restatement Effective Date will be used by the Borrower as set forth in the preamble and for general corporate purposes, including:
(i) the repayment payment of part of the principal of and accrued and unpaid interest on all outstanding loans and other obligations under consideration due to the Existing Credit AgreementSeller in connection with the Acquisition;
(ii) payment of fees and expenses (including any premiums and amendment fees) incurred in connection with the Transactions;
(iii) loans or other transfers to Rite Aid Hdqtrs. Corp. for purposes of financing inventory purchases pursuant to the Intercompany Inventory Purchase Agreement and advancing funds to Subsidiary Loan Parties for their general corporate purposes, including working capital, Consolidated Capital Expenditures and Business Acquisitions permitted pursuant to Section 6.04;
(iiiiv) transfers to an operating account for the payment of operating expenses (including rent, utilities, taxes, wages, repair and similar expenses) of, and intercompany Investments permitted under Section 6.04 in, the Borrower or any Subsidiary Loan Party;
(ivv) payment by the Borrower of principal, interest, fees and expenses with respect to its Indebtedness when due (including associated costs, fees and expenses) and payment of the Borrower’s taxes, administrative, operating and other expenses;
(vvi) Restricted Payments dividends permitted to be made in respect of the Equity Interests listed on Schedule 6.08(a) or described in Section 6.08(a);
(vivii) repurchase shares of the Borrower’s Preferred Stock pursuant to Section 6.08(a);
(viiviii) payment of principal, interest, fees and expenses with respect to Third Party Interests in accordance with the terms thereof;; and
(viiiix) the financing of the purchase or repayment of Optional Debt Repurchases, permitted capital expenditures, the repurchase of the Borrower’s and/or its Subsidiaries’ (including Rite Aid Lease Management Company’s) Preferred Stock and permitted Restricted Payments; and
(ix) other Business Acquisitions and Investments made in accordance with the terms hereof.
(bc) Letters of Credit will be used solely to support payment obligations of the Borrower and the Subsidiaries incurred in the ordinary course of business.
(cd) No proceeds of Loans or Letters of Credit will be used to prepay commercial paper prior to the maturity thereof and no such proceeds will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock. The Borrower will ensure that no such use of Loan proceeds or and no issuance of Letters of Credit will entail any violation of Regulation T, U or X of the Board.
(d) The Borrower will not request any Borrowing or issuance of any Letter of Credit, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.
Appears in 1 contract
Sources: Credit Agreement (Rite Aid Corp)
Use of Proceeds and Letters of Credit. (a) Subject to the ------------------------------------- provisions of this Section 5.06, the proceeds of all Loans shall be applied in accordance with this Agreement and the Cash Budget. The proceeds of the Revolving Loans, FILO Loans, Swingline Loans, Loans and Term Loans made on or after the Closing Date will be used by the Borrower for general corporate purposes, including:
(i) the repayment benefits of the principal of and accrued and unpaid interest on all outstanding loans and other obligations under the Existing Credit Agreement;
(ii) loans or other transfers to Rite Aid Hdqtrs. Corp. for purposes of financing inventory purchases and advancing funds to Subsidiary Loan Parties for their general corporate purposes, including working capital, Consolidated Capital Expenditures and Business Acquisitions permitted pursuant to Section 6.04;
(iii) transfers to an operating account for the payment of operating expenses (including rent, utilities, taxes, wages, repair and similar expenses) of, and intercompany Investments permitted under Section 6.04 in, the Borrower or any Subsidiary Loan Party;
(iv) payment by the Borrower of principal, interest, fees and expenses with respect to its Indebtedness when due (including associated costs, fees and expenses) and payment of the Borrower’s taxes, administrative, operating and other expenses;
(v) Restricted Payments permitted to be made in respect of the Equity Interests listed on Schedule 6.08(a) or described in Section 6.08(a);
(vi) repurchase shares of the Borrower’s Preferred Stock pursuant to Section 6.08(a);
(vii) payment of principal, interest, fees and expenses with respect to Third Party Interests in accordance with the terms thereof;
(viii) the financing of the purchase or repayment of Optional Debt Repurchases, permitted capital expenditures, the repurchase of the Borrower’s and/or its Subsidiaries’ (including Rite Aid Lease Management Company’s) Preferred Stock and permitted Restricted Payments; and
(ix) other Business Acquisitions and Investments made in accordance with the terms hereof.
(b) Letters of Credit will shall be used solely applied to support payment obligations fund working capital requirements and general corporate purposes relating to Borrowers' post- Petition Date operations, all in accordance with, and limited by, those items set forth in the Cash Budget; provided that no portion of the Borrower and the Subsidiaries incurred in the ordinary course of business.
(c) No proceeds of Loans or any cash Collateral or the benefits of the Letters of Credit will shall be used, directly or indirectly, to (i) finance or make or support any Restricted Payment except as permitted under Section 7.15; (ii) make or support any payment or prepayment that is prohibited under this Agreement, including any payment or prepayment in respect of Prepetition Indebtedness to the extent prohibited hereunder; (iii) make or support any payment in settlement of any pre-Petition Date claim, action or proceeding, before any court, arbitrator or other governmental body other than as permitted by a First Day Order or Required Lenders; (iv) make or support any payment on behalf or for the purposebenefit of any Excluded Subsidiary (except Investments permitted under Section 7.04(f) and reflected in the Cash Budget) or (v) make or support any payment in respect of (y)
(a) investigating, whether immediateobjecting to, incidental challenging in any manner, or ultimateraising any defenses to, of buying the validity, perfection, priority or carrying any Margin Stock. The Borrower will ensure that no such use of Loan proceeds or issuance of Letters of Credit will entail any violation of Regulation T, U or X enforceability of the Board.
security interests granted in favor of the Existing Lenders and Lenders pursuant to the Existing Credit Facilities, the Financing Documents or any order of the Court or (db) The Borrower will not request any Borrowing or issuance the enforceability of any Letter of Credit, and the obligations of any Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not useowing to the Existing Lenders, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization agents of the payment Existing Lenders, the Agents or giving of moneyLenders under the Existing Credit Facilities or the Financing Documents (although, subject to the Carve-Out, the professionals for an official creditors' committee may be paid (to the extent allowed by the Court) fees and expenses incurred in analyzing such liens or anything else of value, claims under the Existing Credit Facilities in an aggregate amount not to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Countryexceed $25,000), or (Cz) in otherwise investigating, commencing or prosecuting any manner that would result in the violation claim or cause of action against any Sanctions applicable to any party heretoAgent, Existing Lender, or DIP Lender.
Appears in 1 contract
Sources: Debtor in Possession Credit Agreement (Mariner Post Acute Network Inc)
Use of Proceeds and Letters of Credit. (a) The proceeds of the Tranche 2 Term Loans will be used by the Borrower for the purposes set forth in the preamble hereto.
(b) The proceeds of the Revolving Loans, FILO Loans, Swingline Loans, Loans and Term Loans loans under the Incremental Facilities made on or after the Closing Second Restatement Effective Date will be used by the Borrower as set forth in the preamble and for general corporate purposes, including:
(i) the repayment of the principal of and accrued and unpaid interest on all outstanding loans and other obligations under the Existing Credit Agreement;
(ii) loans or other transfers to Rite Aid Hdqtrs. Corp. for purposes of financing inventory purchases pursuant to the Intercompany Inventory Purchase Agreement and advancing funds to Subsidiary Loan Parties for their general corporate purposes, including working capital, Consolidated Capital Expenditures and Business Acquisitions permitted pursuant to Section 6.04;
(iiiii) transfers to an operating account for the payment of operating expenses (including rent, utilities, taxes, wages, repair and similar expenses) of, and intercompany Investments permitted under Section 6.04 in, the Borrower or any Subsidiary Loan Party;
(iviii) payment by the Borrower of principal, interest, fees and expenses with respect to its Indebtedness when due (including associated costs, fees and expenses) and payment of the Borrower’s 's taxes, administrative, operating and other expenses;
(viv) Restricted Payments dividends permitted to be made in respect of the Equity Interests listed on Schedule 6.08(a) or described in Section 6.08(a);
(viv) repurchase shares of the Borrower’s 's Preferred Stock pursuant to Section 6.08(a);
(viivi) payment of principal, interest, fees and expenses with respect to Third Party Interests in accordance with the terms thereof;; and
(viiivii) the financing of the purchase or repayment of Optional Debt Repurchases, permitted capital expenditures, the repurchase of the Borrower’s 's and/or its Subsidiaries’ ' (including Rite Aid Lease Management Company’s's) Preferred Stock and permitted Restricted Payments; and
(ix) other Business Acquisitions and Investments made in accordance with the terms hereof.
(bc) Letters of Credit will be used solely to support payment obligations of the Borrower and the Subsidiaries incurred in the ordinary course of business.
(cd) No proceeds of Loans or Letters of Credit will be used to prepay commercial paper prior to the maturity thereof and no such proceeds will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock. The Borrower will ensure that no such use of Loan proceeds or and no issuance of Letters of Credit will entail any violation of Regulation T, U or X of the Board.
(d) The Borrower will not request any Borrowing or issuance of any Letter of Credit, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.
Appears in 1 contract
Sources: Credit Agreement (Rite Aid Corp)
Use of Proceeds and Letters of Credit. (a) The Borrower will use the proceeds of all Loans to finance working capital needs, Permitted Acquisitions, Capital Expenditures, the Revolving Loans, FILO Loans, Swingline Loans, and Term Loans made on or after the Closing Date will be used by the Borrower for general corporate purposes, including:
(i) the repayment refinancing of the principal of and accrued and unpaid interest on all outstanding loans and other obligations under the Existing Credit Agreement;
(ii) loans or Facility and for other transfers to Rite Aid Hdqtrs. Corp. for general corporate purposes of financing inventory purchases the Borrower and advancing funds to Subsidiary its Subsidiaries (excluding its Foreign Subsidiaries) and as otherwise permitted under this Agreement. No part of the proceeds of any Loan Parties will be used, whether directly or indirectly, for their general corporate purposesany purpose that would violate any rule or regulation of the Board of Governors of the Federal Reserve System, including working capitalRegulations T, Consolidated Capital Expenditures and Business Acquisitions permitted pursuant to Section 6.04;
(iii) transfers to an operating account for the payment of operating expenses (including rent, utilities, taxes, wages, repair and similar expenses) of, and intercompany Investments permitted under Section 6.04 in, the Borrower U or any Subsidiary Loan Party;
(iv) payment by the Borrower of principal, interest, fees and expenses with respect to its Indebtedness when due (including associated costs, fees and expenses) and payment of the Borrower’s taxes, administrative, operating and other expenses;
(v) Restricted Payments permitted to be made in respect of the Equity Interests listed on Schedule 6.08(a) or described in Section 6.08(a);
(vi) repurchase shares of the Borrower’s Preferred Stock pursuant to Section 6.08(a);
(vii) payment of principal, interest, fees and expenses with respect to Third Party Interests in accordance with the terms thereof;
(viii) the financing of the purchase or repayment of Optional Debt Repurchases, permitted capital expenditures, the repurchase of the Borrower’s and/or its Subsidiaries’ (including Rite Aid Lease Management Company’s) Preferred Stock and permitted Restricted Payments; and
(ix) other Business Acquisitions and Investments made in accordance with the terms hereof.
(b) X. All Letters of Credit will be used solely to support payment obligations for general corporate purposes. The proceeds of the Loans may not be used to make Investments in Foreign Subsidiaries except: (a) as expressly set forth in, and subject to, Article VII; (b) Foreign Subsidiaries for which Borrower makes a Foreign Loan Party Election; or (c) subject to the Section 7.4(c)(ii), to any Deemed Subsidiary Loan Party.
(b) If at any time during the term of this Agreement, the Borrower desires to lift the restrictions on Investments in Foreign Subsidiaries set forth in Article VII to any particular Foreign Subsidiary, then Borrower shall so notify the Administrative Agent and comply with the Subsidiaries incurred in requirements of Sections 5.111 and 5.122 herein as if such Foreign Subsidiary were being acquired or formed as a Domestic Subsidiary, whereupon such Foreign Subsidiary shall be treated thereafter as a Subsidiary Loan Party under this Agreement and treated as though it is not a Foreign Subsidiary for purposes of the ordinary course of businesscovenants set forth herein (a “Foreign Loan Party Election”).
(c) No proceeds of Loans or Letters of Credit will be usedIf, directly or indirectlyhowever, any First Tier Foreign Subsidiary cannot effect a Foreign Loan Party Election due to adverse tax consequences to Borrower, Borrower may, alternatively, pledge to Administrative Agent for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock. The Borrower will ensure that no such use of Loan proceeds or issuance of Letters of Credit will entail any violation of Regulation T, U or X benefit of the BoardCredit Providers the maximum amount of such First Tier Foreign Subsidiary’s Capital Stock which is permitted under the Code without resulting in negative tax consequences to Borrower, so long as the amount pledged equals or exceeds fifty-one percent (51%) of the voting equity interests in such Foreign Subsidiary, whereupon, such First Tier Foreign Subsidiary shall, subject to Section 7.4(c)(ii), be treated thereafter as a Loan Party under this Agreement and, treated as though it is not a Foreign Subsidiary for purposes of the covenants set forth herein.
(d) The Borrower will If a Foreign Subsidiary cannot request any Borrowing make a Foreign Loan Party Election and cannot comply with the requirements set forth in Section 5.9(c), then Borrower, Administrative Agent and the Required Lenders (to the extent applicable) shall mutually determine what additional collateral or issuance security may be given to the Administrative Agent for the benefit of any Letter of Creditthe Credit Providers in exchange for the ability to make Investments in such Foreign Subsidiary, which are not otherwise permitted pursuant to this Agreement, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise for such Foreign Subsidiary to pay, or authorization otherwise be treated as a Domestic Subsidiary for purposes of the payment or giving of money, or anything else of value, to covenants set forth in this Agreement (any Person Foreign Subsidiary that meets the conditions set forth in violation of any Anti-Corruption Laws, (BSections 5.9(c) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (Cd) in any manner that would result in the violation of any Sanctions applicable shall hereinafter be referred to any party heretoas a “Deemed Subsidiary Loan Party”).
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Exactech Inc)
Use of Proceeds and Letters of Credit. (a) [Intentionally omitted].
(b) The proceeds of the Revolving Loans, FILO Loans, Swingline Loans, and Tranche 6 Term Loans and loans under the Incremental Facilities made on or after the Closing Second Restatement Effective Date will be used by the Borrower as set forth in the preamble and (in the case of such proceeds other than from the Tranche 6 Term Loans) for general corporate purposes, including:
(i) the repayment repayment, repurchase, redemption and/or satisfaction and discharge of the principal of and accrued and unpaid interest on all outstanding loans and other obligations under the Existing Credit AgreementBorrower’s 9.75% senior secured notes dues 2016;
(ii) payment of fees and expenses (including any premiums and amendment fees) incurred in connection with the Transactions;
(iii) loans or other transfers to Rite Aid Hdqtrs. Corp. for purposes of financing inventory purchases pursuant to the Intercompany Inventory Purchase Agreement and advancing funds to Subsidiary Loan Parties for their general corporate purposes, including working capital, Consolidated Capital Expenditures and Business Acquisitions permitted pursuant to Section 6.04;
(iiiiv) transfers to an operating account for the payment of operating expenses (including rent, utilities, taxes, wages, repair and similar expenses) of, and intercompany Investments permitted under Section 6.04 in, the Borrower or any Subsidiary Loan Party;
(ivv) payment by the Borrower of principal, interest, fees and expenses with respect to its Indebtedness when due (including associated costs, fees and expenses) and payment of the Borrower’s taxes, administrative, operating and other expenses;
(vvi) Restricted Payments dividends permitted to be made in respect of the Equity Interests listed on Schedule 6.08(a) or described in Section 6.08(a);
(vivii) repurchase shares of the Borrower’s Preferred Stock pursuant to Section 6.08(a);
(viiviii) payment of principal, interest, fees and expenses with respect to Third Party Interests in accordance with the terms thereof;; and
(viiiix) the financing of the purchase or repayment of Optional Debt Repurchases, permitted capital expenditures, the repurchase of the Borrower’s and/or its Subsidiaries’ (including Rite Aid Lease Management Company’s) Preferred Stock and permitted Restricted Payments; and
(ix) other Business Acquisitions and Investments made in accordance with the terms hereof.
(bc) Letters of Credit will be used solely to support payment obligations of the Borrower and the Subsidiaries incurred in the ordinary course of business.
(cd) No proceeds of Loans or Letters of Credit will be used to prepay commercial paper prior to the maturity thereof and no such proceeds will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock. The Borrower will ensure that no such use of Loan proceeds or and no issuance of Letters of Credit will entail any violation of Regulation T, U or X of the Board.
(d) The Borrower will not request any Borrowing or issuance of any Letter of Credit, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.
Appears in 1 contract
Sources: Credit Agreement (Rite Aid Corp)
Use of Proceeds and Letters of Credit. (a) The proceeds of the Term Loans made on the Second Amendment Effective Date will be used solely to refinance in part term loans outstanding under this Agreement immediately prior to the Second Amendment Effective Date.
(b) The proceeds of the Revolving Loans, FILO Loans, Swingline Loans, Loans and Term Loans loans under the Incremental Facilities made on or after the Closing Restatement Effective Date will be used by the Borrower solely for general corporate the following purposes, including:
(i) the repayment of the principal of and accrued and unpaid interest on all outstanding loans and other obligations under the Existing Credit Agreement;
(ii) loans or other transfers to Rite Aid Hdqtrs. Corp. for purposes of financing inventory purchases pursuant to the Intercompany Inventory Purchase Agreement and advancing funds to Subsidiary Loan Parties for their general corporate purposes, including working capital, Consolidated Capital Expenditures and Business Acquisitions permitted pursuant to Section 6.04;
(iiiii) transfers to an operating account for the payment of operating expenses (including rent, utilities, taxes, wages, repair and similar expenses) of, and intercompany Investments permitted under Section 6.04 in, the Borrower or any Subsidiary Loan Party;
(iviii) payment by the Borrower of principal, interest, fees and expenses with respect to its Indebtedness when due (including associated costs, fees and expenses) and payment of the Borrower’s 's taxes, administrative, operating and other expenses;
(viv) Restricted Payments dividends permitted to be made in respect of the Equity Interests listed on Schedule 6.08(a) or described in Section 6.08(a);
(vi) repurchase shares of the Borrower’s Preferred Stock pursuant to Section 6.08(a);
(viiv) payment of principal, interest, fees and expenses with respect to Third Party Interests in accordance with the terms thereof;
(viii) the financing of the purchase or repayment of Optional Debt Repurchases, permitted capital expenditures, the repurchase of the Borrower’s and/or its Subsidiaries’ (including Rite Aid Lease Management Company’s) Preferred Stock and permitted Restricted Payments; and
(ixvi) other Business Acquisitions and Investments Optional Debt Repurchases made in accordance with the terms hereofpursuant to Section 6.08(b) or Section 6.08(c).
(bc) Letters of Credit will be used solely to support payment obligations of the Borrower and the Subsidiaries incurred in the ordinary course of business.
(cd) No proceeds of Loans or Letters of Credit will be used to prepay commercial paper prior to the maturity thereof and no such proceeds will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock. The Borrower will ensure that no such use of Loan proceeds or and no issuance of Letters of Credit will entail any violation of Regulation T, U or X of the Board.
(d) The Borrower will not request any Borrowing or issuance of any Letter of Credit, and the Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.X.
Appears in 1 contract
Sources: Credit Agreement (Rite Aid Corp)